UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~____________________~~______________________________

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May~~November 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to __________________

Commission File Number: 001-11038

____________________

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	41-0857886
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Delaware

(State or other jurisdiction of incorporation or organization)

41-0857886

(I.R.S. Employer Identification No.)

4201 Woodland Road

P.O. Box 69

Circle Pines, Minnesota 55014

(Address of principal executive offices) (Zip Code)

~~4201~~(763) ~~Woodland Road~~225-6600

~~P.O.~~(Registrant’s ~~Box~~telephone 69number, including area code)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.02 per share	NTIC	The Nasdaq Stock Market

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.

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 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 ☒~~

AsYes of☐ ~~July~~No ~~10, 2025, there were 9,474,363 shares of common stock of the registrant outstanding.~~☒

As of January 5, 2026, there were 9,492,001 shares of common stock of the registrant outstanding.

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

FORM 10-Q

~~May~~November 3130, 2025

TABLE OF CONTENTS

Description		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of May 31, 2025 (unaudited) and August 31, 2024 (audited)	1
	Consolidated Balance Sheets as of November 30, 2025 (unaudited) and August 31, 2025 (audited)	1
	Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended May 31, 2025 and 2024	2
	Consolidated Statements of Operations (unaudited) for the Three Months Ended November 30, 2025 and 2024	2
	Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended May 31, 2025 and 2024	3
	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three Months Ended November 30, 2025 and 2024	3
	Consolidated Statements of Equity (unaudited) for the Three and Nine Months Ended May 31, 2025 and 2024	4
	Consolidated Statements of Equity (unaudited) for the Three Months Ended November 30, 2025 and 2024	4
	Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended May 31, 2025 and 2024	5
	Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended November 30, 2025 and 2024	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1817
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3130
Item 4.	Controls and Procedures	3231
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	3332
Item 1A.	Risk Factors	3332
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3432
Item 3.	Defaults Upon Senior Securities	3532
Item 4.	Mine Safety Disclosures	3532
Item 5.	Other Information	3533
Item 6.	Exhibits	3533
SIGNATURES		3634

_________________

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.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AS OF ~~MAY~~NOVEMBER 3130, 2025 (UNAUDITED) AND

~~AND~~ AUGUST 31, ~~2024~~2025 (AUDITED)

	May 31, 2025			August 31, 2024
	November 30, 2025			August 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,~~773~~389,~~401~~809		$	47,~~952~~250,~~184~~523
Receivables:
Trade, less allowance for credit losses of $310,000 as of May 31, 2025 and August 31, 2024		16,611,517			19,187,079
Trade, less allowance for credit losses of $290,493 as of November 30, 2025 and $235,000 as of August 31, 2025		18,202,077			18,443,230
Fees for services provided to joint ventures		1,~~113~~033,~~346~~486			1,~~235~~077,~~016~~552
Income taxes		~~993~~590,~~317~~483			~~392~~340,~~293~~002
Inventories, net		1416,~~922~~107,~~885~~563			1415,~~390~~525,~~844~~230
Prepaid expenses		2,~~185~~301,~~920~~076			1,~~421~~706,~~803~~279
Total current assets	$	4244,~~600~~624,~~386~~494		$	4144,~~579~~342,~~219~~816
PROPERTY AND EQUIPMENT, NET	$	15,~~459~~800,~~229~~929		$	1615,~~265~~183,~~653~~918
OTHER ASSETS:
Investments in joint ventures		2729,~~139~~277,~~197~~113			2528,~~397~~611,~~287~~777
Deferred income tax, net		~~491~~453,~~566~~113			~~544~~503,~~464~~575
Intangible assets, net		8,~~464~~594,~~861~~926			58,~~682~~827,~~945~~768
Goodwill		4,782,376			4,782,376
Operating lease right of use assets		~~365~~496,~~766~~441			~~424~~493,~~558~~050
Total other assets		4143,~~243~~603,~~766~~969			3643,~~831~~218,~~630~~546
Total assets	$	99104,~~303~~029,~~381~~392		$	94102,~~676~~745,~~502~~280
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Line of credit	$	79,~~369~~134,~~949~~428		$	49,~~291~~329,~~608~~021
Term loan		2,778,125			2,820,835
Term loan, current portion		2,887,310			2,860,256
Accounts payable		79,~~230~~665,~~630~~387			68,~~393~~044,~~355~~196
Income taxes payable		~~319~~368,~~941~~589			~~327~~414,~~781~~304
Accrued liabilities:
Payroll and related benefits		12,~~970~~119,~~408~~349			31,~~163~~844,~~372~~817
Other		1721,~~187,271~~893			~~574~~1,~~876~~066,761
Current portion of operating leases		82286,~~347~~352			~~325~~344,~~116~~739
Total current liabilities	$	2025,~~938~~183,~~671~~308		$	1723,~~896~~904,~~943~~094
LONG-TERM LIABILITIES:
Deferred income tax, net		1,~~504~~513,~~796~~166			1,~~504~~513,~~796~~166
Operating leases, less current portion		283,419			99,442
Term loans, noncurrent portion		445,766			466,984
Total long-term liabilities	$	1,788,215		$	1,604,238
Operating leases, less current portion		210,089			148,311
Total long-term liabilities	$	2,169,021			2,128,461
COMMITMENTS AND CONTINGENCIES (Note 13)
EQUITY:
Preferred stock, no par value; authorized 10,000 shares; none issued and outstanding		—			—
Common stock, $0.02 par value per share; authorized 15,000,000 shares as of May 31, 2025 and August 31, 2024; issued and outstanding 9,474,363 and 9,466,980, respectively		189,487			189,340
Common stock, $0.02 par value per share; authorized 15,000,000 shares; issued and outstanding 9,480,688 and 9,475,490, as of November 30, 2025 and August 31, 2025, respectively		189,614			189,510
Additional paid-in capital		2425,~~715~~402,~~123~~605			2325,~~615~~056,~~564~~976
Retained earnings		5352,~~467~~416,~~780~~480			5352,~~771~~273,~~211~~469
Accumulated other comprehensive loss		(65,~~017~~643,~~390~~901	)		(65,~~382~~371,~~124~~201	)
Stockholders’ equity		72,~~355~~364,~~000~~798			7172,~~193~~148,~~991~~754
Non-controlling interests		4,~~221~~312,~~495~~265			34,~~981~~563,~~330~~971
Total equity		76,~~576~~677,~~495~~063			7576,~~175~~712,~~321~~725
Total liabilities and equity	$	99104,~~303~~029,~~381~~392		$	94102,~~676~~745,~~502~~280

See notes to consolidated financial statements.

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MAY~~NOVEMBER 3130, 2025 AND 2024

	Three Months Ended						Nine Months Ended
	Three Months Ended November 30,
	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
	2025			2024
NET SALES:
Net sales	$	2123,~~508~~308,~~563~~881		$	2021,~~686~~338,~~197~~393		$	~~61,919,022~~		$	~~61,710,410~~
Cost of goods sold		1314,~~249~~925,~~123~~255			1213,~~793~~175,~~103~~440			~~38,701,045~~			~~38,143,878~~
Gross profit		8,~~259~~383,~~440~~626			78,~~893~~162,~~094~~953			~~23,217,977~~			~~23,566,532~~
JOINT VENTURE OPERATIONS:
Equity in income from joint ventures		~~970~~1,~~314~~222,116			1,~~396~~129,~~731~~593			~~2,720,637~~			~~3,676,962~~
Fees for services provided to joint ventures		1,~~302~~069,~~598~~257			1,~~212~~284,~~497~~119			~~3,656,980~~			~~3,764,514~~
Total joint venture operations		2,272,912			2,609,228			6,377,617			7,441,476
Total income from joint venture operations		2,291,373			2,413,712
OPERATING EXPENSES:
Selling expenses		4,~~375~~371,~~956~~502			4,~~232~~267,~~887~~654			~~12,515,638~~			~~12,053,839~~
General and administrative expenses		4,~~150~~148,~~966~~953			3,~~500~~858,~~113~~943			~~11,668,492~~			~~10,253,966~~
Research and development expenses		1,~~138~~220,~~243~~912			1,~~245~~343,~~405~~397			~~3,770,539~~			~~3,593,582~~
Total operating expenses		9,~~665~~741,~~165~~367			89,~~978~~469,~~405~~994			~~27,954,669~~			~~25,901,387~~
OPERATING INCOME		~~867~~933,~~187~~632			1,~~523~~106,~~917~~671			~~1,640,925~~			~~5,106,621~~
INTEREST INCOME		37,~~821~~242			2325,~~744~~567			~~273,544~~			~~99,396~~
INTEREST EXPENSE		(~~162~~199,~~096~~966	)		(59120,~~939~~220	)		~~(421,471~~	)		~~(248,835~~	)
OTHER INCOME		—			—			1,139,756			—
INCOME BEFORE INCOME TAX EXPENSE		770,908			1,012,018
INCOME BEFORE INCOME TAX EXPENSE		742,912			1,487,722			2,632,754			4,957,182
INCOME TAX EXPENSE		265,029			217,871
INCOME TAX EXPENSE		410,461			332,400			903,529			848,391
NET INCOME		505,879			794,147
NET INCOME		332,451			1,155,322			1,729,225			4,108,791
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		268,060			233,056
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		210,676			178,718			612,040			535,497
NET INCOME ATTRIBUTABLE TO NTIC	$	237,819		$	561,091
NET INCOME ATTRIBUTABLE TO NTIC	$	121,775		$	976,604		$	1,117,185		$	3,573,294
NET INCOME ATTRIBUTABLE TO NTIC PER COMMON SHARE:
NET INCOME ATTRIBUTABLE TO NTIC PER COMMON SHARE:
Basic	$	0.03		$	0.06
Basic	$	0.01		$	0.10		$	0.12		$	0.38
Diluted	$	0.03		$	0.06
Diluted	$	0.01		$	0.10		$	0.12		$	0.36
WEIGHTED AVERAGE COMMON SHARES ASSUMED OUTSTANDING:
WEIGHTED AVERAGE COMMON SHARES
Basic		9,480,688			9,470,507
ASSUMED OUTSTANDING:
Diluted		9,492,694			9,754,209
Basic		9,474,363			9,431,134			9,475,967			9,432,684
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.01		$	0.07
Diluted		9,539,766			10,015,674			9,686,646			9,819,220
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.01		$	0.07		$	0.15		$	0.21

See notes to consolidated financial statements.

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MAY~~NOVEMBER 3130, 2025 AND 2024

	Three Months Ended						Nine Months Ended
	Three Months Ended November 30,
	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
	2025			2024
NET INCOME	$	~~332~~505,~~451~~879		$	1794,~~155,322~~147		$	~~1,729,225~~		$	~~4,108,791~~
OTHER COMPREHENSIVE INCOME (LOSS) – FOREIGN CURRENCY TRANSLATION ADJUSTMENT		2,292,208			(251,995	)		272,859			(296,281	)
OTHER COMPREHENSIVE INCOME (LOSS) – FOREIGN CURRENCY TRANSLATION ADJUSTMENT (NET OF TAX)		(307,113	)		(1,383,843	)
COMPREHENSIVE INCOME		2,624,659			903,327			2,002,084			3,812,510
COMPREHENSIVE INCOME (LOSS)		198,766			(589,696	)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO NON – CONTROLLING INTERESTS		(301,469	)		126,578			(520,165	)		454,558
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (NET OF TAX)		(233,647	)		(112,387	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO NTIC	$	2,323,190		$	1,029,905		$	1,481,919		$	4,267,068
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NTIC	$	(34,881	)	$	(702,083	)

See notes to consolidated financial statements.

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MAY~~NOVEMBER 3130, 2025 AND 2024

	STOCKHOLDERS’ EQUITY – THREE MONTHS ENDED MAY 31, 2025 AND 2024
	STOCKHOLDERS’ EQUITY
											Accumulated
					Additional						Other			Non-
	Common Stock				Paid-in			Retained			Comprehensive			Controlling			Total
	Shares		Amount		Capital			Earnings			Income (Loss)			Interests			Equity
BALANCE AT FEBRUARY 29, 2024		9,427,598	$	188,552	$	22,721,667		$	52,821,250		$	(6,838,890	)	$	3,595,428		$	71,948,007
BALANCE AT AUGUST 31, 2024		9,466,980	$	189,340	$	23,615,564		$	53,771,211		$	(6,382,124	)	$	3,981,330		$	75,175,321
Stock issued for employee stock purchase plan		3,~~284~~527		6671		3942,~~805~~400			—			—			—			3942,~~871~~471
Stock options exercised		10,242		205		(205	)		—			—			—			—
Stock-based compensation expense		—		—		341,890			—			—			—			341,890
Stock option expense		—		—		343,148			—			—			—			343,148
Dividends paid to stockholders ($0.07 per share)		—		—		—			(662,936	)		—			—			(662,936	)
Dividends paid to stockholders		—		—		—			(660,879	)		—			—			(660,879	)
Net income		—		—		—			561,091			—			233,056			794,147
Net income		—		—		—			976,604			—			178,718			1,155,322
Comprehensive loss		—		—		—			—			(1,263,174	)		(120,669	)		(1,383,843	)
Other comprehensive income (loss)		—		—		—			—			(199,855	)		(52,140	)		(251,995	)
BALANCE AT NOVEMBER 30, 2024		9,470,507	$	189,410	$	23,999,854		$	53,669,366		$	(7,645,298	)	$	4,093,717		$	74,307,049
BALANCE AT MAY 31, 2024		9,441,124	$	188,823	$	23,104,415		$	52,596,976		$	(7,038,745	)	$	3,722,006		$	72,573,475
BALANCE AT AUGUST 31, 2025		9,475,490	$	189,510	$	25,056,976		$	52,273,469		$	(5,371,201	)	$	4,563,971		$	76,712,725
BALANCE AT FEBRUARY 28, 2025		9,470,507	$	189,410	$	24,334,299		$	53,440,749		$	(8,218,805	)	$	4,100,026		$	73,845,679
Stock issued for employee stock purchase plan		5,198		104		34,827			—			—			—			34,931
Stock issued for employee stock purchase plan		3,856		77		38,948			—			—			—			39,025
Stock-based compensation expense		—		—		310,802			—			—			—			310,802
Stock-based compensation expense		—		—		341,876			—			—			—			341,876
Dividend received by non-controlling interest		—		—		—			—			—			(485,353	)		(485,353	)
Dividends paid to stockholders		—		—		—			(94,744	)		—			—			(94,744	)
Dividends paid to stockholders ($0.01 per share)		—		—		—			(94,808	)		—			—			(94,808	)
Dividend received by non-controlling interest		—		—		—			—			—			(180,000	)		(180,000	)
Net income		—		—		—			237,819			—			268,060			505,879
Net income		—		—		—			121,775			—			210,676			332,451
Comprehensive loss		—		—		—			—			(272,700	)		(34,413	)		(307,113	)
Other comprehensive income		—		—		—			—			2,201,415			90,793			2,292,208
BALANCE AT NOVEMBER 30, 2025		9,480,688	$	189,614	$	25,402,605		$	52,416,480		$	(5,643,901	)	$	4,312,265		$	76,677,063
BALANCE AT MAY 31, 2025		9,474,363	$	189,487	$	24,715,123		$	53,467,780		$	(6,017,390	)	$	4,221,495		$	76,576,495

	STOCKHOLDERS’ EQUITY – NINE MONTHS ENDED MAY 31, 2025 AND 2024
											Accumulated
					Additional						Other			Non-
	Common Stock				Paid-in			Retained			Comprehensive			Controlling			Total
	Shares		Amount		Capital			Earnings			Income (Loss)			Interests			Equity
BALANCE AT AUGUST 31, 2023		9,424,102	$	188,482	$	21,986,767		$	51,004,427		$	(6,823,403	)	$	4,342,524		$	70,698,797
Stock issued for employee stock purchase plan		6,780		136		79,831			—			—			—			79,967
Stock options exercised		10,242		205		(205	)		—			—			—			—
Stock option expense		—		—		1,038,022			—			—			—			1,038,022
Dividends paid to stockholders		—		—		—			(1,980,745	)		—			—			(1,980,745	)
Dividend received by non-controlling interest		—		—		—			—			—			(1,075,076	)		(1,075,076	)
Net income		—		—		—			3,573,294			—			535,497			4,108,791
Other comprehensive income (loss)		—		—		—			—			(215,342	)		(80,939	)		(296,281	)
BALANCE AT MAY 31, 2024		9,441,124	$	188,823	$	23,104,415		$	52,596,976		$	(7,038,745	)	$	3,722,006		$	72,573,475
BALANCE AT AUGUST 31, 2024		9,466,980	$	189,340	$	23,615,564		$	53,771,211		$	(6,382,124	)	$	3,981,330		$	75,175,321
Stock issued for employee stock purchase plan		7,383		147		81,349			—			—			—			81,496
Stock-based compensation expense		—		—		1,018,210			—			—			—			1,018,210
Dividends paid to stockholders		—		—		—			(1,420,616	)		—			—			(1,420,616	)
Dividend received by non-controlling interest		—		—		—			—			—			(280,000	)		(280,000	)
Net income		—		—		—			1,117,185			—			612,040			1,729,225
Other comprehensive income (loss)		—		—		—			—			364,734			(91,875	)		272,859
BALANCE AT MAY 31, 2025		9,474,363	$	189,487	$	24,715,123		$	53,467,780		$	(6,017,390	)	$	4,221,495		$	76,576,495

See notes to consolidated financial statements.

~~See notes to consolidated financial statements.~~4

4NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

~~NORTHERN~~CONSOLIDATED ~~TECHNOLOGIES~~STATEMENTS ~~INTERNATIONAL~~OF ~~CORPORATION~~CASH ~~AND~~FLOWS ~~SUBSIDIARIES~~ (UNAUDITED)

~~CONSOLIDATED~~FOR ~~STATEMENTS~~THE OFTHREE ~~CASH~~MONTHS ~~FLOWS~~ENDED ~~(UNAUDITED)~~NOVEMBER 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED MAY 31, 2025 AND 2024


	Three Months Ended November 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	505,879		$	794,147
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense		310,802			341,890
Depreciation expense		248,190			267,155
Amortization expense		232,842			147,720
Change in allowance for credit losses		51,212			—
Equity in income from joint ventures		(1,222,116	)		(1,129,593	)
Dividends received from joint ventures		218,332			—
Deferred income taxes		49,715			22,755
Changes in current assets and liabilities:
Receivables:
Trade		(583,845	)		2,874,595
Fees for services provided to joint ventures		44,067			64,687
Income taxes		(254,195	)		(344,621	)
Inventories, net		(596,344	)		(73,223	)
Prepaid expenses and other		(595,696	)		(1,046,973	)
Accounts payable		2,029,381			195,752
Income taxes payable		(105,315	)		(19,024	)
Accrued liabilities		8,999			299,800
Net cash provided by operating activities		341,908			2,395,066

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(821,624	)		(1,219,616	)
Investments in patents and capitalized software costs		—			(38,720	)
Net cash used in investing activities		(821,624	)		(1,258,336	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit		6,313,617			8,400,393
Repayments of line of credit		(6,508,210	)		(8,173,269	)
Payments on term loans		(9,281	)		—
Dividends paid on NTIC common stock		(94,808	)		(662,936	)
Dividends received by non-controlling interest		(120,000	)		—
Proceeds from employee stock purchase plan		34,931			42,471
Net cash used in financing activities		(383,751	)		(393,341	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS:		2,753			(125,739	)


NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(860,714	)		617,650
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		7,250,523			4,952,184

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	6,389,809		$	5,569,834

	Nine Months Ended
	May 31, 2025			May 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,729,225		$	4,108,791
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense		1,018,210			1,038,022
Depreciation expense		749,666			884,421
Amortization expense		524,281			442,975
Loss on disposal of assets		23,602			—
Equity in income from joint ventures		(2,720,637	)		(3,676,962	)
Dividends received from joint ventures		1,566,946			2,958,925
Deferred income taxes		49,724			(40,091	)
Changes in current assets and liabilities:
Receivables:
Trade		2,406,970			778,316
Fees for services provided to joint ventures		121,669			34,441
Dividends receivable from joint venture		—			1,986,027
Income taxes		(646,985	)		(429,626	)
Inventories		(628,811	)		(197,240	)
Prepaid expenses and other		(773,386	)		(184,366	)
Accounts payable		803,311			300,181
Income tax payable		39,174			4,504
Accrued liabilities		(454,509	)		(424,413	)
Net cash provided by operating activities		3,808,450			7,583,905
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property and equipment		20,000			—
Purchases of property and equipment		(1,490,021	)		(2,515,248	)
Investments in intangible assets		(1,908,102	)		(85,928	)
Net cash used in investing activities		(3,378,123	)		(2,601,176	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit		24,337,814			29,144,279
Repayments on line of credit		(21,259,473	)		(30,755,899	)
Dividends paid on NTIC common stock		(1,420,616	)		(1,980,745	)
Dividends received by non-controlling interest		(280,000	)		(1,075,076	)
Proceeds from employee stock purchase plan		81,496			79,967
Net cash provided by (used in) financing activities		1,459,221			(4,587,474	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(68,331	)		(6,604	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,821,217			388,651
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		4,952,184			5,406,173
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	6,773,401		$	5,794,824

See notes to consolidated financial statements.

~~See notes to consolidated financial statements.~~5

5NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

~~NORTHERN~~NOTES ~~TECHNOLOGIES~~TO ~~INTERNATIONAL~~CONSOLIDATED ~~CORPORATION~~FINANCIAL ~~AND~~STATEMENTS ~~SUBSIDIARIES~~(UNAUDITED)

~~NOTES~~1. INTERIM ~~TO CONSOLIDATED~~ FINANCIAL ~~STATEMENTS (UNAUDITED)~~INFORMATION

1.In ~~INTERIM~~the ~~FINANCIAL~~opinion ~~INFORMATION~~of management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, which are of a normal recurring nature, and present fairly the consolidated financial position of Northern Technologies International Corporation and its subsidiaries (the Company) as of November 30, 2025 and August 31, 2025, the results of the Company’s operations for the three months ended November 30, 2025 and 2024, the changes in stockholders’ equity for the three months ended November 30, 2025 and 2024 and the Company’s cash flows for the three months ended November 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).

InThese ~~the opinion of management, the accompanying unaudited~~ consolidated financial statements ~~contain~~should ~~all~~be ~~necessary~~read ~~adjustments,~~in ~~which~~conjunction ~~are~~with ~~of a normal recurring nature, and present fairly~~ the consolidated financial ~~position~~statements ofand ~~Northern~~related ~~Technologies~~notes ~~International~~contained ~~Corporation~~in ~~and its subsidiaries (~~the Company)’s asannual ofreport ~~May~~on ~~31,~~Form ~~2025~~10-K ~~and August 31, 2024, the results of the Company’s operations~~ for the ~~three~~fiscal ~~and~~year ~~nine months~~ ended ~~May~~August 31, 2025. ~~and~~These ~~2024,~~consolidated ~~the~~financial ~~changes~~statements inalso ~~stockholders’~~should ~~equity~~be ~~for~~read ~~the~~in ~~three~~conjunction ~~and~~with ~~nine months ended May 31, 2025 and 2024, and~~ the ~~Company~~“Management’s ~~cash~~Discussion ~~flows~~and ~~for~~Analysis ~~the~~of ~~nine~~Financial ~~months~~Condition ~~ended May 31, 2025~~ and ~~2024,~~Results inof ~~conformity~~Operations” ~~with~~section ~~accounting~~appearing ~~principles generally accepted~~ in ~~the~~this ~~United States of America (U~~report.~~S. GAAP).~~

~~These~~Operating ~~consolidated~~results ~~financial~~for ~~statements~~the ~~should~~three bemonths ~~read~~ended inNovember ~~conjunction~~30, ~~with~~2025 ~~the~~are ~~consolidated~~not ~~financial~~necessarily ~~statements~~indicative ~~and~~of ~~related notes contained in~~ the ~~Company’s~~results ~~annual~~that ~~report~~may onbe ~~Form~~expected ~~10-K~~ for the full fiscal year ~~ended~~ending August 31, ~~2024~~2026. These consolidated financial statements also should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section appearing in this report.

~~Operating~~The ~~results~~Company ~~for~~identified an immaterial prior period classification error related to the ~~three~~presentation of borrowings and ~~nine~~repayments under its revolving line of credit in its consolidated statements of cash flows. For the three months ended ~~May~~November 3130, ~~2025~~2024, ~~are~~the ~~not~~Company ~~necessarily~~had ~~indicative~~previously presented net proceeds of $227,124 as a single line item in the ~~results~~consolidated ~~that~~statements ~~may~~of becash ~~expected~~flows. ~~for~~In accordance with Accounting Standards Codification 230, Statement of Cash Flows, the ~~full~~Company ~~fiscal~~has ~~year~~updated ~~ending~~the ~~August~~prior 31period presentation to separately report gross borrowings of $8,400,393 ~~2025~~and gross repayments of $8,173,269 under its line of credit. This change had no impact on the Company’s total cash flows, financial position, or results of operations for the three months ended November 30, 2024.

~~Certain~~The ~~prior~~Company ~~year~~has ~~amounts~~evaluated ~~have~~events ~~been~~occurring ~~reclassified~~after ~~for consistency with~~ the ~~current~~date ~~period presentation. These reclassifications had no effect on the reported results~~ of ~~operations.~~these Anconsolidated ~~adjustment~~financial ~~has~~statements ~~been~~through ~~made to~~ the ~~Consolidated~~date ~~Balance~~January ~~Sheet as of August 31~~8, ~~2024~~2026 ~~and the Consolidated Statements of Cash Flows~~ for ~~the~~events ~~three~~requiring ~~and~~disclosure ~~nine~~in ~~months~~these ~~ended~~consolidated ~~May~~financial ~~31, 2024 to reclassify joint venture trade receivables within trade receivables~~statements.

~~The~~2. NEW ~~Company~~SIGNIFICANT ~~evaluates~~ACCOUNTING events occurring after the date of the consolidated financial statements, through the date the consolidated financial statements were available to be issued, requiring recording or disclosure in the consolidated financial statements.POLICIES

2.For ~~NEW~~the ~~SIGNIFICANT~~three ~~ACCOUNTING~~months ~~POLICIES~~ended November 30, 2025, there have been no new significant accounting policies from those disclosed in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2025.

~~Effective during the quarter ended May 31, 2025, the Company adopted Accounting Standards Update (ASU) No~~3. ACCOUNTING 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires enhanced disclosures about significant segment expenses and other segment items on both an annual and interim basis. The Company has applied the standard retrospectively to all periods presented in the consolidated financial statements. The adoption of ASU 2023-07 did not impact the Company’s determination of reportable segments but resulted in enhanced disclosures related to segment expense information. The adoption resulted in additional disclosures but did not have an impact on the Company's consolidated financial position, results of operations, or cash flows.PRONOUNCEMENTS

InRecently ~~connection~~Issued with the preparation of this Form 10-Q, the Company identified an immaterial prior period classification error related to the presentation of borrowings and repayments under its revolving line of credit in the condensed consolidated statements of cash flows. For the nine months ended May 31, 2024, the Company had previously presented net repayments of $1,611,620 as a single line item. In accordance with Accounting Standards Codification 230, Statement of Cash Flows, the Company has updated the presentation to separately report gross borrowings of $29,144,279 and gross repayments of $30,755,899. This change had no impact on total cash flows, the Company’s financial position, or its results of operations.Pronouncements

3In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. ~~ACCOUNTING~~2023-09, ~~PRONOUNCEMENTS~~Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is expected to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The guidance is effective on a prospective basis, although retrospective application and early adoption is permitted. The Company is evaluating its disclosure approach for ASU 2023-09 and anticipates adopting the standard for the annual period starting September 1, 2025.

~~Recently~~In ~~Issued~~November 2024, the Financial Accounting ~~Pronouncements~~Standards Board issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregation of certain costs in a separate note to the financial statements, such as the amounts of employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. The Company is evaluating the effect that ASU 2024-03 will have on its consolidated financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is expected to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The guidance is effective on a prospective basis, although retrospective application and early adoption is permitted. The Company is evaluating its disclosure approach for ASU 2023-09 and anticipates adopting the standard for the annual period starting September 1, 2025.6

64. INVENTORIES

InInventories ~~November~~consisted ~~2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation~~ of ~~Income Statement Expenses, which requires disaggregation of certain costs in a separate note to~~ the financial statements, such as the amounts of employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. The Company is evaluating the effect that ASU 2024-03 will have on its consolidated financial statement disclosures.following:

4. INVENTORIES

	November 30, 2025		August 31, 2025
Production materials	$	4,650,277	$	5,059,298
Finished goods		11,457,286		10,465,932
Total inventories	$	16,107,563	$	15,525,230

~~Inventories~~5. PROPERTY ~~consisted~~AND ofEQUIPMENT, ~~the following:~~NET

	May 31, 2025		August 31, 2024
Production materials	$	6,339,081	$	5,513,409
Finished goods		8,583,804		8,877,435
	$	14,922,885	$	14,390,844

Property and equipment, net consisted of the following:

5. PROPERTY AND EQUIPMENT, NET

	November 30, 2025			August 31, 2025
Land	$	1,860,312		$	1,260,312
Buildings and improvements		14,663,308			14,650,361
Assets in process		920,713			817,946
Machinery and equipment		9,230,124			9,154,728
		26,674,457			25,883,347
Less accumulated depreciation		(10,873,528	)		(10,699,429	)
Property and equipment, net	$	15,800,929		$	15,183,918

~~Property~~Depreciation ~~and~~expense ~~equipment~~was $248,190 ~~net~~for ~~consisted~~the three months ended November 30, 2025, compared to $267,155 for the three months ended November 30, 2024. A portion of assets in process include capitalized software costs incurred until the ~~following:~~capitalized software is placed in service. Once placed in service, these costs are reclassed to intangible assets, net in the consolidated balance sheet.

	May 31, 2025			August 31, 2024
Land	$	1,238,180		$	1,238,180
Buildings and improvements		16,645,575			14,760,250
Assets in process		929,496			3,086,479
Machinery and equipment		7,308,898			7,276,151
		26,122,149			26,361,060
Less accumulated depreciation		(10,662,920	)		(10,095,407	)
	$	15,459,229		$	16,265,653

6. INTANGIBLE ASSETS, NET

~~Depreciation~~Intangible ~~expense was $231~~assets,~~281~~ ~~and~~net ~~$749,666~~consisted ~~for~~of the ~~three and nine months ended May 31, 2025, respectively, compared to $287,018 and $884,421 for the three and nine months ended May 31, 2024, respectively.~~following:

Assets in process includes capitalized software costs incurred until the capitalized software is placed in service. Once placed in service, these costs are reclassed to intangible assets, net in the consolidated balance sheet.

	As of November 30, 2025
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Patents and trademarks	$	3,546,542	$	(2,996,551	)	$	549,991
Capitalized software		4,089,695		(593,443	)		3,496,252
Customer relationships		6,347,000		(1,798,317	)		4,548,683
Total intangible assets, net	$	13,983,237	$	(5,388,311	)	$	8,594,926

6. INTANGIBLE ASSETS, NET

	As of August 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Patents and trademarks	$	3,546,542	$	(2,969,571	)	$	576,971
Capitalized software		4,089,695		(493,365	)		3,596,330
Customer relationships		6,347,000		(1,692,533	)		4,654,467
Total intangible assets, net	$	13,983,237	$	(5,155,469	)	$	8,827,768

~~Intangible~~Amortization expense related to intangible assets was $232,842 ~~net~~and ~~consisted~~$147,720 offor the ~~following:~~three months ended November 30, 2025 and 2024, respectively.

	As of May 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Patents and trademarks	$	3,530,296	$	(2,940,992	)	$	589,304
Capitalized software		3,490,026		(374,719	)		3,115,307
Customer relationships		6,347,000		(1,586,750	)		4,760,250
Total intangible assets, net	$	13,367,322	$	(4,902,461	)	$	8,464,861

	As of August 31, 2024
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Patents and trademarks	$	3,459,877	$	(2,854,532	)	$	605,345
Customer relationships		6,347,000		(1,269,400	)		5,077,600
Total intangible assets, net	$	9,806,877	$	(4,123,932	)	$	5,682,945

As of November 30, 2025, future amortization expense related to intangible assets for each of the next five fiscal years and thereafter is estimated as follows:

Remainder of fiscal 2026	$	636,516
Fiscal 2027		834,284
Fiscal 2028		834,284
Fiscal 2029		834,284
Fiscal 2030		834,284
Thereafter		4,621,274
Total	$	8,594,926

~~Amortization~~7. INVESTMENTS ~~expense~~IN ~~related~~JOINT to intangible assets was $218,187 and $524,281 for the three and nine months ended May 31, 2025, respectively, compared to $147,749 and $442,975 for the three and nine months ended May 31, 2024, respectively.VENTURES

AsThe consolidated financial statements of ~~May~~the ~~31,~~Company’s ~~2025,~~foreign ~~future~~joint ~~amortization~~ventures ~~expense~~are initially prepared using the accounting principles accepted in the respective joint ventures’ countries of domicile. Amounts related to ~~intangible~~foreign ~~assets~~joint ~~for~~ventures ~~each~~reported ofin the ~~next~~below ~~five~~tables ~~fiscal~~and ~~years~~the accompanying consolidated financial statements have subsequently been adjusted to conform with U.S. GAAP in all material respects. All material profits on sales recorded that remain on the consolidated balance sheet from the Company to its joint ventures and ~~thereafter~~from isjoint ~~estimated~~ventures asto ~~follows:~~other joint ventures have been eliminated for financial reporting purposes.

Remainder of fiscal 2025	$	310,619
Fiscal 2026		805,760
Fiscal 2027		770,685
Fiscal 2028		770,685
Fiscal 2029		770,685
Thereafter		5,036,427
Total	$	8,464,861

Financial information from the audited and unaudited financial statements of the Company’s joint ventures in Germany, Excor Korrosionsschutz – Technologien und Produkte GmbH (EXCOR), France, ACOBAL SAS (Acobal), Finland, Zerust OY and all the Company’s other joint ventures are summarized as follows:

7. INVESTMENTS IN JOINT VENTURES

	As of November 30, 2025
	Total		EXCOR		Acobal		Zerust OY		Other
Current assets	$	62,315,846	$	30,645,129	$	7,489,137	$	3,614,017	$	20,567,563
Total assets		71,930,748		37,625,093		8,417,881		3,886,715		22,001,059
Current liabilities		12,602,929		2,343,356		2,617,057		1,036,382		6,606,134
Non-current liabilities		266,024		—		—		—		266,024
Joint ventures’ equity		59,044,410		35,282,871		5,800,823		2,850,332		15,110,384
NTIC’s share of joint ventures’ equity		29,277,113		17,641,437		2,900,410		1,425,155		7,310,111
NTIC’s share of joint ventures’ undistributed earnings		28,322,052		17,610,532		2,900,410		1,405,155		6,405,955

The consolidated financial statements of the Company’s foreign joint ventures are initially prepared using the accounting principles accepted in the respective joint ventures’ countries of domicile. Amounts related to foreign joint ventures reported in the below tables and the accompanying consolidated financial statements have subsequently been adjusted to conform with U.S. GAAP in all material respects. All material profits on sales recorded that remain on the consolidated balance sheet from the Company to its joint ventures and from joint ventures to other joint ventures have been eliminated for financial reporting purposes.

	Three Months Ended November 30, 2025
	Total		EXCOR		Acobal		Zerust OY		Other
Net sales	$	24,531,431	$	8,765,717	$	3,602,353	$	1,400,114	$	10,763,247
Gross profit		10,682,740		4,572,720		1,400,759		859,358		3,849,903
Net income		2,444,234		1,036,271		608,676		279,141		520,146
NTIC’s share of equity in income from joint ventures		1,222,116		518,135		304,338		139,571		260,072
NTIC’s dividends received from joint ventures		218,332		—		—		—		218,332

Financial information from the audited and unaudited financial statements of the Company’s joint venture in Germany, Excor Korrosionsschutz – Technologien und Produkte GmbH (EXCOR), and all the Company’s other joint ventures are summarized as follows:8

	As of May 31, 2025
	As of August 31, 2025
	Total	~~Total~~	EXCOR	~~EXCOR~~	Acobal	~~All Other~~	Zerust OY		Other
Current assets	$	5760,~~530~~062,~~046~~085	$	2729,~~868~~870,~~655~~525	$	296,~~661~~971,~~391~~262	$	3,029,614	$	20,190,684
Total assets		6769,~~124~~815,~~813~~251		3436,~~923~~941,~~270~~008		327,~~201~~900,~~543~~298		3,313,909		21,660,036
Current liabilities		1211,~~049~~743,~~553~~525		2,~~039~~391,~~968~~029		102,~~009~~660,~~585~~430		719,172		5,972,894
Non-current liabilities		285,249		—		285,249
Noncurrent liabilities		336,557		—		—		—		336,557
Joint ventures’ equity		5457,~~790~~735,~~011~~169		3234,~~883~~549,~~302~~979		215,~~906~~239,~~709~~868		2,594,737		15,350,585
NTIC’s share of joint ventures’ equity		2728,~~139~~611,~~197~~777		1617,~~441~~274,~~653~~991		102,~~697~~619,~~544~~932		1,297,358		7,419,496
NTIC’s share of joint ventures’ undistributed earnings		2427,~~096~~667,~~958~~432		1417,~~613~~244,~~903~~086		92,~~483~~619,~~055~~932		1,277,358		6,526,056

	Three Months Ended November 30, 2024
	Total		EXCOR		Other
Net sales	$	23,837,010	$	8,738,814	$	15,098,196
Gross profit		10,315,283		4,757,686		5,557,597
Net income		2,259,187		1,247,500		1,011,687
NTIC’s share of equity in income from joint ventures		1,129,593		623,750		505,843
NTIC’s dividends received from joint ventures		—		—		—

	Three Months Ended May 31, 2025
	Total		EXCOR		All Other
Net sales	$	23,211,613	$	8,271,661	$	14,939,952
Gross profit		9,768,978		4,339,777		5,429,201
Net income		1,937,620		897,104		1,040,516
NTIC’s share of equity in income from joint ventures		970,314		448,673		521,641
NTIC’s dividends received from joint ventures		886,209		—		886,209

8. CORPORATE DEBT

	Nine Months Ended May 31, 2025
	Total		EXCOR		All Other
Net sales	$	66,848,498	$	23,914,520	$	42,933,978
Gross profit		28,325,377		12,695,626		15,629,751
Net income		5,416,777		2,665,391		2,751,386
NTIC’s share of equity in income from joint ventures		2,720,637		1,340,674		1,379,963
NTIC’s dividends received from joint ventures		1,566,946		—		1,566,946

The Company is party to a Credit Agreement (as amended, the Credit Agreement) with JPMorgan Chase Bank, N.A. (JPM), which provides NTIC with a senior secured revolving line of credit (the Credit Facility) of up to $10.0 million. The Credit Facility includes a $5.0 million sublimit for standby letters of credit. Borrowings of $9,134,428 and $9,329,021 were outstanding under the Credit Facility as of November 30, 2025 and August 31, 2025, respectively. The Company was in compliance with all debt covenants as of November 30, 2025.

	As of August 31, 2024
	Total		EXCOR		All Other
Current assets	$	56,420,503	$	26,234,664	$	30,185,839
Total assets		64,183,071		31,513,288		32,669,783
Current liabilities		12,553,716		2,221,726		10,331,990
Non-current liabilities		323,199		—		323,199
Joint ventures’ equity		51,306,156		29,291,562		22,014,594
NTIC’s share of joint ventures’ equity		25,397,287		14,645,783		10,751,504
NTIC’s share of joint ventures’ undistributed earnings		23,645,685		14,614,878		9,030,807

On December 17, 2025, the Company and JPM renewed the Company’s Credit Agreement to extend the maturity date of the Credit Facility from January 5, 2026 to February 5, 2027. All other material terms of the Credit Facility and the Credit Agreement remain the same. The principal amount under the Credit Facility, together with all accrued unpaid interest and other amounts owing thereunder, if any, will be payable in full on the maturity date unless the Credit Facility is extended or renewed or terminated earlier.

	Three Months Ended May 31, 2024
	Total		EXCOR		All Other
Net sales	$	25,602,072	$	9,977,354	$	15,624,718
Gross profit		10,713,282		4,959,536		5,753,746
Net income		2,793,738		1,623,431		1,170,307
NTIC’s share of equity in income from joint ventures		1,396,730		811,399		585,331
NTIC’s dividends received from joint ventures		567,674		—		567,674

Borrowings under the Credit Agreement bear interest at a floating rate, at the option of the Company, equal to either the CB Floating Rate or the Adjusted SOFR Rate. The term “CB Floating Rate” means the greater of the Prime Rate in the United States or 2.50%. The term “Adjusted SOFR Rate” means the term secured overnight financing rate for either one, three or six months (depending on the interest period selected by the Company) plus 0.10% per annum. With respect to any borrowings using an Adjusted SOFR Rate, there is an applicable margin of 2.35% applied per annum. There is no applicable margin with respect to borrowings using a CB Floating Rate. The weighted average interest rate was 6.25% and 7.07% for the three months ended November 30, 2025 and 2024, respectively.

	Nine Months Ended May 31, 2024
	Total		EXCOR		All Other
Net sales	$	72,642,714	$	27,561,950	$	45,080,764
Gross profit		30,956,162		14,164,541		16,791,621
Net income		7,351,372		4,029,182		3,322,190
NTIC’s share of equity in income from joint ventures		3,676,961		2,015,734		1,661,227
NTIC’s dividends received from joint ventures		2,958,925		1,624,950		1,333,975

To secure the Credit Agreement, the Company assigned JPM a continuing security interest in all of its right, title and interest in collateral made up of the assets of the Company.

8The Credit Agreement contains customary affirmative and negative covenants, including, among other matters, limitations on the Company’s ability to incur additional debt, grant liens, engage in certain business operations and transactions, make certain investments, modify its organizational documents or form any new subsidiaries, subject to certain exceptions. ~~CORPORATE~~Further, ~~DEBT~~the Credit Agreement contains a negative covenant that restricts the ability of the Company to redeem or repurchase its common stock or pay dividends if the result of which would cause an event of default under the Credit Agreement. The Credit Agreement also requires the Company to maintain a Fixed Charge Coverage Ratio of at least 1.25 to 1.00. The term “Fixed Charge Coverage Ratio” means the ratio, computed for the Company on a consolidated basis, of net income plus income tax expense, plus amortization expense, plus depreciation expense, plus interest expense, and plus dividends received from joint ventures, minus unfinanced capital expenditures and equity in income from joint ventures, all computed for the twelve month period then ending, to scheduled principal payments made, plus scheduled finance lease payments made, plus interest expense paid, plus income tax expense paid, and plus cash distributions and dividends paid, all computed for the same twelve month period then ending.

OnThe ~~January 6, 2023, the Company entered into a~~ Credit Agreement ~~(the~~also ~~Credit~~contains ~~Agreement)~~customary ~~with~~events ~~JPMorgan~~of ~~Chase~~default, ~~Bank~~including, ~~N.A.~~without ~~(JPM)~~limitation, ~~which~~payment ~~provided~~defaults, ~~the~~material ~~Company~~inaccuracy ~~with~~of arepresentations ~~senior~~and ~~secured~~warranties, ~~revolving~~covenant ~~line~~defaults, ofbankruptcy ~~credit~~and ~~(the~~insolvency ~~Credit~~proceedings, ~~Facility)~~cross-defaults ~~of up~~ to ~~$10.0~~certain ~~million~~other agreements, ~~which~~breach ~~included~~of aany ~~$5.0~~financial ~~million~~covenant ~~sublimit~~and ~~for~~change ~~standby letters~~ of ~~credit~~control. ~~Borrowings~~Upon ofthe ~~$7,369,949~~occurrence and ~~$4,291,608~~during ~~were outstanding under~~ the ~~Credit~~continuance ~~Facility as~~ of ~~May~~any ~~31,~~event ~~2025~~of ~~and August 31~~default, ~~2024,~~JPM ~~respectively.~~may ~~The~~accelerate ~~Company~~the ~~was~~payment inof ~~compliance~~the ~~with~~obligations ~~all~~thereunder ~~covenants~~and ~~under~~exercise ~~the~~various ~~Credit~~other ~~Agreement~~customary asdefault ~~of May 31, 2025~~remedies.

On ~~January~~each 6of April 22, 2025 and May 29, 2025, the Company’s ~~and~~wholly ~~JPM~~owned ~~entered~~subsidiary ~~into~~in anChina, ~~amendment~~NTIC toChina, ~~the~~renewed ~~Credit~~its ~~Agreement~~loan toagreements ~~extend~~with ~~the~~China ~~maturity~~Construction ~~date~~Bank ofCorporation. ~~the~~Each ~~Credit~~term ~~Facility~~loan ~~from~~provided ~~January~~NTIC 6,China ~~2025~~with toa ~~January~~RMB 510,000,000 (USD $1.41 million). The term loans mature in April 2026 and May 2026, ~~reduce~~respectively, ~~the~~unless ~~availability~~extended. ~~under~~The ~~the~~term ~~Credit~~loan ~~Facility~~that ~~from~~matures ~~$10.0~~in ~~million~~April to2026 $8has an annual interest rate of 2.075% ~~million~~with ~~and~~interest ~~increase~~due monthly, and the ~~applicable~~term ~~margin~~loan ~~for~~that ~~Adjusted~~matures ~~SOFR~~in ~~Rate~~May ~~(as~~2026 ~~defined~~has ~~below)~~an ~~advances~~annual ~~from~~interest ~~2.15%~~rate toof 2.3596%. Onwith ~~July~~interest 8,due ~~2025,~~monthly. ~~the~~Both ~~Company~~term ~~and~~loans ~~JPM~~are ~~entered~~secured ~~into~~by an ~~amendment~~office tobuilding ~~the~~owned ~~Credit~~by ~~Agreement~~NTIC toChina ~~increase~~and the ~~availability~~loan ~~under~~agreements contain certain financial and other covenants. The Company was in compliance with the ~~Credit~~covenants ~~Facility~~as ~~from~~of $8August 31, 2025.0 ~~million~~The tooutstanding balance as of November 30, 2025 for both term loans is a total of USD $102,826,615.0 ~~million.~~The ~~All~~outstanding ~~other~~balance ~~material~~as ~~terms~~ of ~~the~~August ~~Credit~~31, ~~Facility~~2025 ~~and~~for ~~the~~both ~~Credit~~term ~~Agreement~~loans ~~remain~~was ~~the~~a ~~same~~total of USD $2,804,695.

~~The~~On ~~principal~~August ~~amount~~30, ~~under~~2025, the ~~Credit~~Company’s ~~Facility~~majority owned subsidiary in India, ~~together~~Natur-Tec India, entered into a Foreign Currency Term Loan Agreement with ~~all~~IDFC ~~accrued~~FIRST ~~unpaid~~Bank ~~interest~~Limited ~~and~~(the ~~other~~Bank). ~~amounts~~The ~~owing~~term ~~thereunder,~~loan ifprovides ~~any~~Natur-Tec India with a facility of INR 500 lakhs (USD $600,000) ~~will~~to befinance ~~payable~~the purchase of land in ~~full~~Chennai, India. The loan was disbursed on ~~the~~August ~~January~~30, 2025 for INR 461 lakhs (USD $522,545) and is repayable in 85 monthly installments to a US dollar account of USD $7,899 each beginning October 5, ~~2026~~2025 ~~maturity~~and ~~date~~continuing through September 5, ~~unless~~2032. ~~the~~Borrowings ~~Credit~~bear ~~Facility~~interest at a fixed rate of 6.45% per annum. The loan is ~~extended~~secured orby ~~renewed~~a lien over Natur-Tec India’s cash deposits with the Bank totaling INR 476 lakhs (USD $539,731), and the related land purchase, which was registered in November 2025. The outstanding balance as of November 30, 2025 was INR 452.6 lakhs (USD $506,461), of which INR 54.2 lakhs (USD $60,695) was classified as current and INR 398.4 lakhs (USD $445,766) as long-term. The term loan contains customary affirmative and negative covenants applicable to Natur-Tec India, including, among other matters, restrictions on incurring additional indebtedness, creating liens, or ~~terminated~~changing ~~earlier~~the nature of its business. Natur-Tec India was in compliance with all covenants as of November 30, 2025.

Borrowings under the Credit Agreement bear interest at a floating rate, at the option of the Company, equal to either the CB Floating Rate or the Adjusted SOFR Rate. The term “CB Floating Rate” means the greater of the Prime Rate in the United States or 2.50%. The term “Adjusted SOFR Rate” means the term secured overnight financing rate for either one, three or six months (depending on the interest period selected by the Company) plus 0.10% per annum. With respect to any borrowings using an Adjusted SOFR Rate, there is an applicable margin of 2.35% applied per annum. There is no applicable margin with respect to borrowings using a CB Floating Rate. The weighted average interest rate was 6.65% and 7.44% for the nine months ended May 31, 2025 and 2024, respectively.

~~To secure the Credit Agreement, the Company assigned JPM a continuing security interest in all of its right, title and interest in collateral made up of the assets of the Company~~9. STOCKHOLDERS’ EQUITY

~~The~~On ~~Credit~~October ~~Agreement contains customary affirmative and negative covenants~~15, ~~including~~2025, ~~among other matters, limitations on~~ the Company’s ~~ability~~Board toof ~~incur~~Directors ~~additional~~declared ~~debt,~~a ~~grant~~cash ~~liens,~~dividend ~~engage~~of ~~in certain business operations and transactions, make certain investments, modify its organizational documents or form any new subsidiaries, subject to certain exceptions~~$0.01 ~~Further,~~per ~~the~~share ~~Credit Agreement contains a negative covenant that restricts the ability~~ of the Company’s ~~to redeem or repurchase its~~ common stock, orpayable ~~pay~~on ~~dividends~~November if12, ~~the~~2025 ~~result~~to ofstockholders ~~which would cause an event~~ of ~~default~~record ~~under~~on ~~the~~October ~~Credit~~29, ~~Agreement~~2025. ~~The~~On ~~Credit~~October ~~Agreement~~16, ~~also~~2024, ~~requires~~ the Company’s toBoard ~~maintain~~of aDirectors ~~Fixed~~declared ~~Charge~~a ~~Coverage~~cash ~~Ratio~~dividend of ~~at least 1~~$0.2507 toper ~~1.00.~~share ~~The~~of ~~term “Fixed Charge Coverage Ratio” means~~ the ~~ratio, computed for the~~ Company’s oncommon ~~a consolidated basis~~stock, ofpayable ~~net~~on ~~income~~November ~~plus income tax expense~~13, ~~plus~~2024 amortization expense, plus depreciation expense, plus interest expense, and plus dividends received from joint ventures, minus unfinanced capital expenditures and equity in income from joint ventures, all computed for the twelve month period then ending, to ~~scheduled~~stockholders ~~principal~~of ~~payments~~record ~~made,~~on ~~plus~~October ~~scheduled finance lease payments made~~30, ~~plus interest expense paid, plus income tax expense paid, and plus cash distributions and dividends paid, all computed for the same twelve month period then ending~~2024.

~~The~~During ~~Credit~~the ~~Agreement~~three ~~also~~months ~~contains~~ended ~~customary~~November ~~events of default~~30, ~~including,~~2025 ~~without limitation, payment defaults, material inaccuracy of representations~~ and ~~warranties~~2024, ~~covenant defaults, bankruptcy and insolvency proceedings, cross-defaults to certain other agreements, breach of any financial covenant and change of control. Upon~~ the ~~occurrence~~Company ~~and~~repurchased ~~during~~no ~~the~~shares ~~continuance~~ of ~~any~~its ~~event~~common ~~of default, JPM may accelerate the payment of the obligations thereunder and exercise various other customary default remedies~~stock.

10During the three months ended November 30, 2025 and 2024, the Company issued 11,313 and no shares of common stock upon the settlement of restricted stock units, respectively.

OnThe ~~each~~Company ofissued ~~April 22~~5,198 ~~2025~~ and ~~May 29~~3,527 ~~2025,~~shares ~~the~~of ~~Company’s~~common ~~wholly~~stock ~~owned~~on ~~subsidiary~~September ~~in China~~1, ~~NTIC~~2025 ~~China, entered into a loan agreement with China Construction Bank Corporation. Each term loan provided NTIC China with a RMB 10,000,000 (USD $1.39 million). The term loans mature in April 2026~~ and ~~May 2026~~2024, respectively, ~~unless~~under ~~extended.~~the ~~The~~Northern ~~term~~Technologies ~~loan~~International ~~that~~Corporation ~~matures~~Employee inStock ~~April~~Purchase ~~2026~~Plan ~~has an annual interest rate of 2.75% with interest due monthly, and~~ (the ~~term loan that matures in May 2026 has an annual interest rate of 2~~ESPP).~~96%~~ ~~with~~The ~~interest~~ESPP ~~due~~is ~~monthly.~~compensatory ~~Both~~for ~~term loans are secured by an office building owned by NTIC China and the loan agreements contain certain~~ financial ~~and~~reporting ~~other covenants~~purposes. ~~The~~As ~~Company was in compliance with the covenants as~~ of ~~May~~November 3130, 2025., ~~The outstanding balance for both term loans was USD $2~~42,~~778,125~~673 asshares of ~~May~~common ~~31,~~stock ~~2025~~remained ~~and~~available ~~USD~~for ~~$2,820,835~~sale asunder ofthe ~~August 31, 2024~~ESPP.

910. NET ~~STOCKHOLDERS’~~INCOME ~~EQUITY~~PER COMMON SHARE

~~During~~Basic ~~the~~net ~~nine~~income ~~months~~per ~~ended~~common ~~May~~share ~~31,~~is ~~2025,~~computed by dividing net income by the ~~Company’s~~weighted ~~Board~~average number of ~~Directors~~common ~~declared~~shares ~~cash~~outstanding. ~~dividends~~Diluted onnet ~~the~~income ~~following~~per ~~dates~~share inassumes the ~~following~~exercise ~~amounts~~of tostock ~~the~~options ~~following~~and ~~holders~~the settlement of ~~the~~restricted ~~Company’s~~stock ~~common~~units using the treasury stock: method, if dilutive.

Declaration Date	Amount		Record Date	Payable Date
October 16, 2024	$	0.07	October 30, 2024	November 13, 2024
January 15, 2025	$	0.07	January 29, 2025	February 12, 2025
April 16, 2025	$	0.01	April 30, 2025	May 14, 2025

The following is a reconciliation of the net income per share computation for the three months ended November 30, 2025 and 2024:

During the nine months ended May 31, 2024, the Company’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of the Company’s common stock:

	Three Months Ended November 30,
Numerator:	2025		2024
Net income attributable to NTIC	$	237,819	$	561,091

Denominator:
Basic – weighted shares outstanding		9,480,688		9,470,507
Weighted shares assumed upon exercise of stock options and settlement of restricted stock units		12,006		283,702
Diluted – weighted shares outstanding		9,492,694		9,754,209
Basic net income per share:	$	0.03	$	0.06
Diluted net income per share:	$	0.03	$	0.06

Declaration Date	Amount		Record Date	Payable Date
October 18, 2023	$	0.07	November 1, 2023	November 15, 2023
January 17, 2024	$	0.07	January 31, 2024	February 14, 2024
April 17, 2024	$	0.07	May 1, 2024	May 15, 2024

The dilutive impact summarized above relates to the periods when the average market price of the Company’s common stock exceeded the exercise price of the potentially dilutive option securities granted. Net income per common share was based on the weighted average number of common shares outstanding during the periods when computing basic net income per share. When dilutive, stock options and restricted stock units are included as equivalents using the treasury stock market method when computing the diluted net income per share. Excluded from the computation of diluted net income per share for the three months ended November 30, 2025 were options outstanding to purchase 2,085,086 shares of common stock. Excluded from the computation of diluted net income per share for the three months ended November 30, 2024 were options outstanding to purchase 751,153 shares of common stock.

~~During the nine months ended May 31, 2025 and 2024, the Company repurchased no shares of its common stock.~~11

~~The Company issued 3,527 and 3,496 shares of common stock on September 1, 2024 and 2023, respectively, under the Northern Technologies International Corporation Employee Stock Purchase Plan (ESPP)~~11. STOCK-BASED The Company issued 3,856 and 3,284 shares of common stock on March 1, 2025 and 2024, respectively, under the ESPP. The ESPP is compensatory for financial reporting purposes. As of May 31, 2025, 47,871 shares of common stock remained available for sale under the ESPP.COMPENSATION

~~10.~~Stock ~~NET INCOME PER COMMON SHARE~~Options

~~Basic~~A ~~net~~summary ~~income~~of ~~per~~stock ~~common~~option ~~share~~activities isunder ~~computed~~the byNorthern ~~dividing~~Technologies ~~net~~International ~~income~~Corporation by2024 ~~the~~Stock ~~weighted~~Incentive ~~average~~Plan ~~number~~(2024 ofPlan), ~~common~~the ~~shares~~Northern ~~outstanding.~~Technologies ~~Diluted~~International ~~net~~Corporation ~~income~~Amended ~~per~~and ~~share~~Restated ~~assumes~~2019 ~~the~~Stock ~~exercise~~Incentive ofPlan ~~stock options~~ and the ~~settlement~~Northern ofTechnologies ~~restricted~~International ~~stock~~Corporation ~~units~~Amended ~~using~~and ~~the~~Restated ~~treasury~~2007 ~~stock~~Stock ~~method,~~Incentive ifPlan ~~dilutive.~~is as follows:

	Number of Options Outstanding		Weighted Average Exercise Price
Outstanding as of August 31, 2025		1,923,138	$	11.86
Options granted		251,301		7.42
Options exercised		—		—
Options cancelled		—		—
Outstanding as of November 30, 2025		2,174,439	$	11.34

The ~~following~~weighted isaverage aper ~~reconciliation~~share fair value of options granted during the ~~net~~three ~~income~~months ~~per~~ended ~~share~~November ~~computation~~30, ~~for~~2025 ~~the~~and ~~three~~2024 was $3.05 and ~~nine~~$4.95, ~~months~~respectively. ~~ended~~The ~~May~~weighted 31average remaining contractual life of the options outstanding as of November 30, 2025 and 2024: was 5.98 years and 6.27 years, respectively.

	Three Months Ended				Nine Months Ended
Numerator:	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
Net income attributable to NTIC	$	121,775	$	976,604	$	1,117,185	$	3,573,294
Denominator:
Basic – weighted shares outstanding		9,474,363		9,431,134		9,475,967		9,432,684
Weighted shares assumed upon exercise of stock options and settlement of restricted stock units		65,403		584,540		210,679		386,536
Diluted – weighted shares outstanding		9,539,766		10,015,674		9,686,646		9,819,220
Basic net income per share:	$	0.01	$	0.10	$	0.12	$	0.38
Diluted net income per share:	$	0.01	$	0.10	$	0.12	$	0.36

The Company recognized stock option compensation expense of $258,181 and $304,930 during the three months ended November 30, 2025 and 2024, respectively. As of November 30, 2025, there was $1,518,441 of unrecognized stock option compensation expense. The amount is expected to be recognized over a period of 2.75 years.

~~The~~Restricted ~~dilutive~~Stock impact summarized above relates to the periods when the average market price of the Company’s common stock exceeded the exercise price of the potentially dilutive option securities granted. Net income per common share was based on the weighted average number of common shares outstanding during the periods when computing basic net income per share. When dilutive, stock options and restricted stock units are included as equivalents using the treasury stock market method when computing the diluted net income per share. Excluded from the computation of diluted net income per share for the three and nine months ended May 31, 2025 were options outstanding to purchase 1,445,960 shares of common stock. Excluded from the computation of diluted net income per share for the three and nine months ended May 31, 2024 were options outstanding to purchase 305,514 shares of common stock.Units

~~11.~~Restricted ~~STOCK~~stock units (RSUs) were granted under the 2024 Plan to certain non-~~BASED~~employee ~~COMPENSATION~~directors during the three months ended November 30, 2025 and vest in full on the one-year anniversary of the date of grant. A summary of RSU activity for the three months ended November 30, 2025 is as follows:

Stock Options

	Number of RSUs		Weighted Average Grant Date Fair Value
Outstanding as of August 31, 2025		11,313	$	13.14
RSUs granted		28,303		7.42
RSUs vested/settled		—		—
RSUs cancelled		—		—
Outstanding as of November 30, 2025		39,616	$	9.05

ARSUs ~~summary~~are ofvalued ~~stock~~using ~~option activities under~~ the ~~Northern~~closing ~~Technologies~~stock ~~International~~price ~~Corporation~~on ~~2024~~the ~~Stock~~grant ~~Incentive~~date. ~~Plan~~The ~~(2024~~Company ~~Plan),~~recognizes the ~~Northern~~grant ~~Technologies~~date ~~International~~fair ~~Corporation~~value ~~Amended~~of ~~and~~the ~~Restated~~RSUs ~~2019~~over ~~Stock~~the ~~Incentive~~vesting ~~Plan~~term, ~~and~~or ~~the~~one ~~Northern~~year. ~~Technologies~~The ~~International~~Company ~~Corporation~~recognized ~~Amended~~RSU ~~and~~stock-based ~~Restated~~compensation ~~2007~~expense ~~Stock~~of ~~Incentive~~$52,621 ~~Plan~~and $36,960 during the ~~nine~~three months ended ~~May~~November 3130, ~~2024~~2025 and 2024, respectively. As of November 30, 2025, there was $157,793 in unrecognized stock-based compensation expense relating to outstanding RSUs, which is asexpected ~~follows:~~to be recognized over a period of 0.75 years.

	Number of Options Outstanding			Weighted Average Exercise Price
Outstanding as of August 31, 2023		1,557,131		$	11.08
Granted		269,845			13.25
Exercised		(21,301	)		9.04
Cancelled		—			—
Outstanding as of May 31, 2024		1,805,675			11.43
Exercisable as of May 31, 2024		1,350,643		$	10.88

	Number of Options Outstanding		Weighted Average Exercise Price
Outstanding as of August 31, 2024		1,752,665	$	11.47
Granted		245,190		13.26
Exercised		—		—
Cancelled		—		—
Outstanding as of May 31, 2025		1,997,855		11.69
Exercisable as of May 31, 2025		1,550,993	$	11.32

12. SEGMENT AND GEOGRAPHIC INFORMATION

12Segment Information

The ~~weighted~~Company’s ~~average~~chief ~~per~~operating ~~share~~decision ~~fair~~maker ~~value~~(CODM) ofis ~~options~~its ~~granted~~Chief ~~during~~Executive ~~the~~Officer. ~~nine~~The ~~months~~Company’s ~~ended~~business ~~May~~is ~~31,~~organized ~~2025~~into ~~and~~two ~~2024~~reportable ~~was~~segments: ~~$4.95~~ZERUST® and $4Natur-Tec®.~~88,~~ ~~respectively.~~ The ~~weighted~~Company ~~average~~has ~~remaining~~been ~~contractual~~selling ~~life~~its ofproprietary ~~the~~ZERUST® ~~options~~rust ~~outstanding~~and ascorrosion ofinhibiting ~~May~~products 31and services to the automotive, ~~2025~~general industrial, mechanical, mining, agricultural, and ~~2024~~retail ~~was~~consumer ~~5.77~~markets for over 50 years and, ~~6.11~~more ~~years~~recently, ~~respectively~~has also expanded into the oil and gas industry. The Company also sells a portfolio of proprietary bio-based and compostable (fully biodegradable) polymer resins and finished products under the Natur-Tec® brand.

The ~~Company~~accounting ~~recognized~~policies ~~stock option compensation expense~~ of ~~$304,510~~the ~~and~~segments ~~$907,330~~are ~~and~~the ~~$343,148~~same ~~and~~as ~~$1,038,022~~those ~~during~~described in the ~~three~~summary ~~and~~of ~~nine~~significant ~~months~~accounting ~~ended~~policies ~~May~~in ~~31,~~the ~~2025~~Company’s ~~and~~annual ~~2024,~~report ~~respectively.~~on AsForm of10-K ~~May~~for ~~31,~~the ~~2025,~~fiscal ~~there~~year ~~was~~ended $1August 31,~~314,487~~ ~~of unrecognized stock option compensation expense~~2025. ~~The~~There ~~amount~~are isno ~~expected~~intersegment tosales beand ~~recognized~~no ~~over~~operating asegments ~~period~~have ofbeen 2aggregated.~~25 years.~~

~~Restricted~~The ~~Stock~~following ~~Units~~table presents the Company’s net sales by segment for the three months ended November 30, 2025 and 2024, respectively:

Restricted stock units were granted under the 2024 Plan on September 1, 2024 to certain non-employee directors during the nine months ended May 31, 2025 and vest in full on the one-year anniversary of the date of grant. There were no restricted stock units granted or outstanding during the prior fiscal year period. A summary of restricted stock unit activity for the nine months ended May 31, 2025 is as follows:

	Three Months Ended November 30,
	2025		2024
ZERUST® net sales	$	17,316,196	$	15,475,803
Natur-Tec® net sales		5,992,685		5,862,590
Total net sales	$	23,308,881	$	21,338,393

	Number of Restricted Stock Units		Weighted Average Grant Date Fair Value
Outstanding as of August 31, 2024		—	$	—
Granted		11,313		13.14
Vested/Settled		—		—
Outstanding as of May 31, 2025		11,313	$	13.14

The following table sets forth the Company’s cost of goods sold by segment for the three months ended November 30, 2025 and 2024, respectively:

Restricted stock units are valued using the closing stock price on the grant date. The Company recognizes the grant date fair value of the restricted stock units over the vesting term, or one year. For the three and nine months ended May 31, 2025, the Company recognized $37,366 and $110,880 in stock-based compensation expense, respectively. As of May 31, 2025, there is an unrecognized stock-based compensation expense of $37,772, which is expected to be recognized over 0.25 years.

	November 30, 2025		November 30, 2024
Direct cost of goods sold
ZERUST®	$	10,151,261	$	8,678,706
Natur-Tec®		3,992,659		3,689,183
Indirect cost of goods sold		781,335		807,551
Total net cost of goods sold	$	14,925,255	$	13,175,440

~~12. SEGMENT AND GEOGRAPHIC INFORMATION~~13

~~Segment~~The ~~Information~~following table sets forth the Company’s gross profit by segment for the three months ended November 30, 2025 and 2024, respectively:

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company’s business is organized into two reportable segments: ZERUST® and Natur-Tec®. The Company has been selling its proprietary ZERUST® rust and corrosion inhibiting products and services to the automotive, electronics, electrical, mechanical, military and retail consumer markets for over 50 years and, more recently, has also expanded into the oil and gas industry. The Company also sells a portfolio of proprietary bio-based and compostable (fully biodegradable) polymer resins and finished products under the Natur-Tec® brand.

	Three Months Ended November 30,
	2025			2024
ZERUST® gross profit	$	7,164,935		$	6,797,097
Natur-Tec® gross profit		2,000,026			2,173,407
Total segment gross profit		9,164,961			8,970,504
Indirect cost of goods sold		(781,335	)		(807,551	)
Total gross profit		8,383,626			8,162,953
Total joint venture operations		2,291,373			2,413,712
Selling expenses		(4,371,502	)		(4,267,654	)
General and administrative expenses		(4,148,953	)		(3,858,943	)
Research and development expenses		(1,220,912	)		(1,343,397	)
Interest income		37,242			25,567
Interest expense		(199,966	)		(120,220	)
Income before income tax expense	$	770,908		$	1,012,018

The ~~accounting~~Company ~~policies~~utilizes product net sales, direct and indirect cost of goods sold, and gross profit for each product in reviewing the ~~segments~~financial ~~are~~performance of a product type. Further allocation of Company expenses or assets, aside from amounts presented in the ~~same~~tables asabove, ~~those~~is ~~described~~not utilized in evaluating product performance, nor does such allocation occur for internal financial reporting. The CODM uses gross profit and considers budget-to-actual variances on a quarterly basis when making decisions about the ~~summary~~allocation of ~~significant~~operating ~~accounting~~and ~~policies~~capital resources to each segment. ~~There~~The ~~are~~CODM noalso ~~intersegment~~uses ~~sales~~segment gross profit for evaluating pricing strategy to assess the performance of each segment by comparing the results of each segment with one another and noin ~~operating~~determining the compensation of certain employees. The CODM has ultimate responsibility for enterprise decisions and making resource allocation decisions for the company and the segments. ~~have~~Asset ~~been~~information, ~~aggregated~~including capital expenditures are reviewed by the CODM at the consolidated entity level and not by segment. Refer to total assets on the consolidated balance sheets.

~~The~~Geographic ~~following table sets forth the Company’s net sales for the three and nine months ended May 31, 2025 and 2024 by segment:~~Information

	Three Months Ended				Nine Months Ended
	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
ZERUST® net sales	$	15,728,637	$	14,837,235	$	45,316,457	$	45,461,075
Natur-Tec® net sales		5,779,926		5,848,962		16,602,565		16,249,335
Total net sales	$	21,508,563	$	20,686,197	$	61,919,022	$	61,710,410

Net sales by geographic location for the three months ended November 30, 2025 and 2024, respectively, were as follows:

	Three Months Ended November 30,
	2025		2024
Inside the U.S. to unaffiliated customers	$	7,456,767	$	13,088,319
Outside the U.S. to:
Joint ventures in which the Company is a shareholder directly and indirectly		421,695		767,456
Unaffiliated customers		15,430,419		7,482,618
	$	23,308,881	$	21,338,393

~~The~~Net ~~following~~sales ~~table~~by ~~sets~~geographic ~~forth~~location ~~the~~are ~~Company’s~~based ~~cost~~on ofthe ~~goods~~location ~~sold~~of ~~for~~ the ~~three~~customer. ~~and~~No ~~nine~~single ~~months~~customer ~~ended~~accounted ~~May 31,~~for ~~2025~~more ~~and~~than ~~2024~~10% byof ~~segment:~~consolidated revenue.

	Three Months Ended										Nine Months Ended
	May 31, 2025		% of Product Sales*			May 31, 2024		% of Product Sales*			May 31, 2025		% of Product Sales*			May 31, 2024		% of Product Sales*
Direct cost of goods sold
ZERUST®	$	9,119,330		58.0	%	$	8,168,215		55.1	%	$	25,894,213		57.1	%	$	24,994,401		55.0	%
Natur-Tec®		3,557,167		61.5	%		3,768,921		64.4	%		10,484,204		63.1	%		10,566,223		65.0	%
Indirect cost of goods sold		572,626		—			855,967		—			2,322,628		—			2,583,254		—
Total net cost of goods sold	$	13,249,123				$	12,793,103				$	38,701,045				$	38,143,878

* TheFees ~~percent~~for ofservices ~~product~~provided ~~sales~~to isjoint ~~calculated~~ventures by ~~dividing~~geographic ~~the~~location ~~direct~~as ~~cost~~a percentage of ~~goods~~total ~~sold~~fees for ~~each~~services ~~individual~~provided ~~segment~~to ~~category~~joint byventures during the ~~net~~three ~~sales~~months ~~for~~ended ~~each~~November ~~segment~~30, ~~category.~~2025 and 2024, respectively, were as follows:

	Three Months Ended						Nine Months Ended
	Three Months Ended November 30,
	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
	2025			% of Total Fees for Services Provided to Joint Ventures			2024			% of Total Fees for Services Provided to Joint Ventures
ZERUST® gross profit	$	6,609,307		$	6,669,020		$	19,422,244		$	20,466,674
Poland	$	214,302			20.0	%	$	220,010			17.1	%
Natur-Tec® gross profit		2,222,759			2,080,041			6,118,361			5,683,112
Finland		137,007			12.8	%		131,460			10.2	%
Total segment gross profit		8,832,066			8,749,061			25,540,605			26,149,786
Japan		133,650			12.5	%		148,538			11.6	%
Indirect cost of goods sold		(572,626	)		(855,967	)		(2,322,628	)		(2,583,254	)
Thailand		111,058			10.4	%		94,165			7.3	%
Total gross profit	$	8,259,440		$	7,893,094		$	23,217,977		$	23,566,532
United Kingdom		108,522			10.1	%		116,226			9.1	%
Total joint venture operations		2,272,912			2,609,228			6,377,617			7,441,476
Sweden		94,380			8.8	%		66,928			5.2	%
Selling expenses		(4,375,956	)		(4,232,887	)		(12,515,638	)		(12,053,839	)
Czech Republic		80,581			7.5	%		72,631			5.7	%
General and administrative expenses		(4,150,966	)		(3,500,113	)		(11,668,492	)		(10,253,966	)
Germany		74,081			6.9	%		206,329			16.1	%
Research and development expenses		(1,138,243	)		(1,245,405	)		(3,770,539	)		(3,593,582	)
South Korea		44,989			4.2	%		67,701			5.3	%
Interest income		37,821			23,744			273,544			99,396
Other		70,687			6.6	%		160,132			12.5	%
Interest expense		(162,096	)		(59,939	)		(421,471	)		(248,835	)
	$	1,069,257			100.0	%	$	1,284,119			100.0	%
Other income		—			—			1,139,756			—
Income before income tax expense	$	742,912		$	1,487,722		$	2,632,754		$	4,957,182

~~The~~Sales ~~Company~~to ~~utilizes product net sales, direct and indirect cost of goods sold, and gross profit for each product in reviewing~~ the ~~financial performance of a product type. Further allocation of~~ Company’s ~~expenses~~joint orventures ~~assets,~~are ~~aside~~included ~~from amounts presented~~ in the ~~tables~~foregoing ~~above,~~segment isand ~~not~~geographic ~~utilized~~information; ~~in evaluating product performance~~however, ~~nor~~sales ~~does~~by ~~such~~the ~~allocation~~Company’s ~~occur~~joint ~~for~~ventures ~~internal financial reporting. The CODM uses gross profit and considers budget-~~to~~-actual~~ ~~variances~~other onparties aare ~~quarterly~~not ~~basis when making decisions about the allocation of operating and capital resources to each segment~~included. The ~~CODM~~foregoing ~~also uses~~ segment ~~gross profit for evaluating pricing strategy to assess the performance of each segment by comparing the results of each segment with one another~~ and ingeographic ~~determining the compensation of certain employees. The CODM has ultimate responsibility for enterprise decisions and making resource allocation decisions for the company and the segments. Asset~~ information, ~~including~~represents ~~capital~~only ~~expenditures~~sales ~~are~~recognized ~~reviewed~~directly by the ~~CODM~~Company ~~at the consolidated entity level~~ and ~~not~~sold byin ~~segment.~~that ~~Refer~~geographic ~~to total assets on the consolidated balance sheets~~territory.

14See Note 7 for additional details on geographical information regarding equity in income from joint ventures.

~~Geographic~~The ~~Information~~geographical distribution of total property and equipment and net sales, which are based on the geographical location of the customer, is as follows:

Net sales by geographic location for the three and nine months ended May 31, 2025 and 2024 were as follows:

	At November 30, 2025		At August 31, 2025
China	$	5,355,509	$	5,355,918
Other		1,939,926		1,296,988
United States		8,505,494		8,531,012
Total property and equipment, net	$	15,800,929	$	15,183,918

	Three Months Ended May 31,				Nine Months Ended May 31,
	Three Months Ended November 30,
	2025		2024		~~2025~~		~~2024~~
Inside the U.S. to unaffiliated customers	$	7,341,392	$	7,086,859	$	21,492,193	$	21,160,095
China	$	4,934,938	$	3,994,769
Outside the U.S. to:
Brazil		2,126,170		1,385,194
Joint ventures in which the Company is a shareholder directly and indirectly		630,653		441,067		1,802,906		1,904,444
India		5,464,811		6,045,735
Unaffiliated customers		13,536,518		13,158,271		38,623,923		38,645,871
Other		2,904,499		2,430,077
	$	21,508,563	$	20,686,197	$	61,919,022	$	61,710,410
United States		7,878,463		7,482,618
Total net sales	$	23,308,881	$	21,338,393

~~Net~~Long-lived ~~sales~~assets byconsist ~~geographic~~of ~~location~~property and equipment. These assets are ~~based~~periodically onreviewed to assure the ~~location~~net ofrealizable value from the ~~customer.~~estimated Nofuture ~~single~~production ~~customer~~based ~~accounted~~on ~~for~~forecasted ~~more~~sales ~~than~~exceeds ~~10%~~the carrying value of ~~consolidated~~the ~~revenue~~assets.

Fees for services provided to joint ventures by geographic location as a percentage of total fees for services provided to joint ventures during the three and nine months ended May 31, 2025 and 2024 were as follows:15

	Three Months Ended
	May 31, 2025		% of Total Fees for Services Provided to Joint Ventures			May 31, 2024		% of Total Fees for Services Provided to Joint Ventures
Poland	$	232,064		17.8	%	$	213,102		17.6	%
Germany		218,943		16.8	%		205,853		17.0	%
Japan		158,434		12.2	%		118,606		9.8	%
Sweden		111,138		8.5	%		110,542		9.1	%
Czech Republic		110,844		8.5	%		101,111		8.3	%
Finland		95,142		7.3	%		97,437		8.0	%
United Kingdom		93,108		7.1	%		96,872		8.0	%
Thailand		87,957		6.8	%		77,206		6.4	%
South Korea		83,697		6.4	%		58,732		4.8	%
France		76,459		5.9	%		47,206		3.9	%
Other		34,812		2.7	%		85,830		7.1	%
	$	1,302,598		100.0	%	$	1,212,497		100.0	%

Sales to the Company’s joint ventures are included in the foregoing segment and geographic information; however, sales by the Company’s joint ventures to other parties are not included. The foregoing segment and geographic information represents only sales recognized directly by the Company and sold in that geographic territory.

	Nine Months Ended
	May 31, 2025		% of Total Fees for Services Provided to Joint Ventures			May 31, 2024		% of Total Fees for Services Provided to Joint Ventures
Poland	$	637,574		17.4	%	$	628,905		16.7	%
Germany		626,999		17.1	%		618,236		16.4	%
Japan		429,520		11.7	%		366,682		9.7	%
France		312,520		8.5	%		364,348		9.7	%
Sweden		295,873		8.1	%		324,062		8.6	%
Finland		276,028		7.5	%		296,929		7.9	%
Czech Republic		251,018		6.9	%		263,712		7.0	%
Thailand		242,212		6.6	%		246,908		6.6	%
United Kingdom		237,734		6.5	%		215,123		5.7	%
South Korea		217,668		6.0	%		197,070		5.2	%
Other		129,834		3.7	%		242,539		6.5	%
	$	3,656,980		100.0	%	$	3,764,514		100.0	%

All joint venture operations, including equity in income, fees for services and related dividends, are primarily related to ZERUST® products and services.

1513. COMMITMENTS AND CONTINGENCIES

~~The~~From ~~geographical~~time ~~distribution~~to time, the Company is subject to various other claims and legal actions in the ordinary course of ~~total~~its ~~property~~business. The Company records a liability in its consolidated financial statements for costs related to claims, including future legal costs, settlements and ~~equipment~~judgments, where the Company has assessed that a loss is probable, and ~~net~~an ~~sales~~amount could be reasonably estimated. If the reasonable estimate of a probable loss is a range, the Company records the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. The Company discloses a contingent liability even if the liability is not probable or the amount is not estimable, or both, if there is a reasonable possibility that material loss may have been incurred. In the opinion of management, as ~~follows:~~of November 30, 2025, the amount of liability, if any, with respect to these matters, individually or in the aggregate, will not materially affect the Company’s consolidated results of operations, financial position or cash flows.

	At May 31, 2025		At August 31, 2024
China	$	5,367,112	$	5,627,202
Other		1,238,453		1,217,400
United States		8,853,664		9,421,051
Total property and equipment, net	$	15,459,229	$	16,265,653

14. SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended				Nine Months Ended
	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
China	$	4,510,490	$	3,540,570	$	12,240,359	$	10,674,939
Brazil		1,517,904		1,508,680		4,418,778		4,365,170
India		5,684,908		5,814,829		16,600,711		16,401,624
Other		2,453,869		2,735,259		7,166,981		9,108,582
United States		7,341,392		7,086,859		21,492,193		21,160,095
Total net sales	$	21,508,563	$	20,686,197	$	61,919,022	$	61,710,410

Supplemental disclosures of cash flow information consisted of:

Long-lived assets consist of property and equipment. These assets are periodically reviewed to assure the net realizable value from the estimated future production based on forecasted sales exceeds the carrying value of the assets.

	Three Months Ended November 30,
	2025		2024
Cash paid for interest	$	199,966	$	120,220

~~Sales to the Company’s joint ventures are included in the foregoing segment and geographic information; however, sales by the Company’s joint ventures to other parties are not included~~15. INCOME ~~The foregoing segment and geographic information represents only sales recognized directly by the Company and sold in that geographic territory.~~TAXES

~~All~~Income ~~joint~~tax ~~venture~~expense ~~operations,~~for ~~including~~the ~~equity~~three inmonths ~~income~~ended November 30, ~~fees~~2025 was $265,029 compared to $217,871 for ~~services~~the ~~and~~three ~~related~~months ~~dividends~~ended November 30, ~~are~~2024. ~~primarily~~The ~~related~~expense was largely due to ~~ZERUST®~~foreign ~~products~~operations. The Company has federal and ~~services~~state tax credit carry forwards, net operating loss carry forwards and foreign tax carry forwards. The Company has recorded a full valuation allowance against the U.S. deferred tax assets as of November 30, 2025 and August 31, 2025.

~~13. COMMITMENTS AND CONTINGENCIES~~16

~~Legal~~ITEM ~~Matters~~2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~From~~This ~~time~~Management’s toDiscussion ~~time,~~and ~~the~~Analysis ~~Company~~provides ismaterial ~~subject~~historical ~~to various other claims~~ and ~~legal~~prospective ~~actions~~disclosures inintended ~~the~~to ~~ordinary~~enable ~~course~~investors ofand ~~its~~other ~~business.~~users ~~The~~to ~~Company~~assess ~~records~~NTIC’s ~~a liability in its consolidated~~ financial ~~statements~~condition ~~for costs related to claims, including future legal costs, settlements~~ and ~~judgments,~~results ~~where~~of ~~the~~operations. ~~Company~~Statements ~~has assessed~~ that aare ~~loss~~not ishistorical ~~probable,~~are forward-looking and aninvolve ~~amount~~risks ~~could~~and beuncertainties ~~reasonably~~discussed ~~estimated.~~under If the ~~reasonable~~heading ~~estimate~~“Part ofI. aItem ~~probable~~2. ~~loss~~Management’s isDiscussion aand ~~range,~~Analysis ~~the~~of ~~Company~~Financial ~~records~~Condition ~~the~~and ~~most~~Results ~~probable estimate~~ of ~~the~~Operations—Forward-Looking ~~loss~~Statements” orin ~~the~~this ~~minimum~~report ~~amount~~and ~~when~~under no“Part ~~amount~~1. ~~within~~Item ~~the range is a better estimate than any other amount~~1A. ~~The~~Risk ~~Company~~Factors” ~~discloses~~in aour ~~contingent~~annual ~~liability~~report ~~even~~on ifForm ~~the~~10-K ~~liability~~for ~~is not probable or~~ the ~~amount~~fiscal isyear ~~not~~ended ~~estimable,~~August ~~or both~~31, ~~if there is a reasonable possibility that material loss may have been incurred~~2025. InThe ~~the~~following ~~opinion~~discussion of ~~management,~~the asresults of ~~May~~the ~~31,~~operations ~~2025,~~and ~~the~~financial ~~amount~~condition of ~~liability,~~NTIC ifshould ~~any,~~be ~~with~~read ~~respect~~in toconjunction ~~these~~with ~~matters,~~NTIC’s ~~individually~~consolidated orfinancial instatements and the ~~aggregate,~~related ~~will~~notes ~~not~~thereto ~~materially~~included ~~affect~~under the ~~Company’s~~heading ~~consolidated~~“Part ~~results~~I. ofItem ~~operations,~~1. ~~financial~~Financial ~~position or cash flows~~Statements.”

16Business Overview

14NTIC develops and markets proprietary, environmentally beneficial products and services in over 65 countries either directly or via a network of subsidiaries, joint ventures, independent distributors, and agents. ~~SUPPLEMENTAL~~NTIC’s ~~CASH~~primary ~~FLOW~~business ~~INFORMATION~~is corrosion prevention marketed mainly under the ZERUST® brand. NTIC has been selling its proprietary ZERUST® products and services to the automotive, general industrial, mechanical, mining, agricultural, and retail consumer markets for over 50 years and, more recently, has also expanded into the oil and gas industry. Additionally, NTIC markets and sells a portfolio of proprietary bio-based and certified compostable (fully biodegradable) polymer resin compounds and finished products under the Natur-Tec® brand. These sustainable packaging products are intended to reduce NTIC’s customers’ carbon footprint and provide environmentally sound waste disposal options.

~~Supplemental~~NTIC’s ~~disclosures~~ZERUST® ofrust ~~cash~~and ~~flow~~corrosion ~~information~~inhibiting ~~consisted~~products include plastic and paper packaging, liquids, coatings, rust removers, cleaners, and diffusers as well as engineered solutions designed specifically for the industries it serves. NTIC also offers worldwide, on-site, technical consulting for rust and corrosion prevention issues. In North America, NTIC sells its ZERUST® corrosion prevention solutions through a network of: independent distributors and agents supported by a direct sales force.

	Three Months Ended				Nine Months Ended
	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
Cash paid for interest	$	162,096	$	59,939	$	421,471	$	248,835
Cash paid for taxes		323,061		232,400		1,142,529		848,391

Internationally, NTIC sells its ZERUST® corrosion prevention solutions through its wholly owned subsidiary in China, NTIC (Shanghai) Co., Ltd. (NTIC China), its wholly owned subsidiary in India, HNTI Limited (Zerust India), its wholly owned subsidiary in the United Arab Emirates, Zerust Integrity Solutions Trading LLC (ZIS UAE), its majority-owned joint venture holding company for NTIC’s joint venture investments in the Association of Southeast Asian Nations (ASEAN) region, NTI Asean LLC (NTI Asean), its majority-owned subsidiary in Brazil, Zerust Provenção de Corrosão S.A. (Zerust Brazil), and certain majority-owned and wholly owned subsidiaries, and joint venture arrangements in North America, Europe, and Asia. NTIC also sells products directly to its European joint venture partners through its wholly owned subsidiary in Germany, NTIC Europe GmbH (NTI Europe).

15One of NTIC’s strategic initiatives is to expand into and penetrate other markets for its ZERUST® corrosion prevention technologies. ~~INCOME~~Consequently, ~~TAXES~~for the past several years, NTIC has focused significant sales and marketing efforts on the oil and gas industry, as the infrastructure that supports that industry is typically constructed using metals that are highly susceptible to corrosion. NTIC believes that its ZERUST® corrosion prevention solutions will minimize maintenance downtime on critical oil and gas industry infrastructure, extend the life of such infrastructure, and reduce the risk of environmental pollution due to leaks caused by corrosion. During the three months ended November 30, 2025, NTIC continued to make strategic investments in its ZERUST® oil and gas sales infrastructure specifically to support ZIS UAE.

~~Income~~NTIC ~~tax~~markets ~~expense~~and ~~for~~sells its ZERUST® rust and corrosion prevention solutions to customers in the ~~three~~oil and ~~nine~~gas ~~months~~industry ~~ended~~in ~~May~~a 31continuously increasing number of countries either directly, ~~2025~~through ~~was~~its ~~$410~~subsidiaries,~~461~~ or through its joint venture partners and ~~$903,529,~~other ~~respectively,~~strategic ~~compared~~partners. The sale of ZERUST® corrosion prevention solutions to ~~$332,400~~customers in the oil and ~~$848~~gas industry typically involves long sales cycles,~~391,~~ ~~respectively~~often including multi-year trial periods with each customer and a slow integration process thereafter. In November 2025, ~~for~~Zerust ~~the~~Brazil secured a three-year offshore oil and ~~nine~~gas ~~months~~production ~~ended~~asset ~~May~~preservation ~~31,~~contract ~~2024.~~with ~~The~~a ~~expense~~leading ~~was~~global ~~largely~~engineering, ~~due~~procurement, and construction company to ~~foreign~~provide ~~operations~~advanced corrosion protection solutions for floating production storage and offloading units. The ~~Company~~project ~~has~~under ~~federal~~this agreement is expected to ramp during fiscal 2026 and ~~state~~run ~~tax~~through ~~credit~~calendar ~~carry~~2028 ~~forwards,~~with ~~net~~an ~~operating~~estimated ~~loss~~total ~~carry~~value ~~forwards~~of ~~and~~approximately ~~foreign~~R$70 ~~tax~~million ~~carry~~(US$13.1 ~~forwards~~million). ~~The~~This ~~Company~~includes ~~has~~approximately ~~recorded~~R$40 amillion ~~full~~(US$7.5 ~~valuation~~million) ~~allowance~~in ~~against~~materials ~~the~~and Uapproximately R$30 million (US$5.S6 million) in engineering and field services. ~~deferred~~The ~~tax~~amount ~~assets~~and astiming of ~~May~~revenue ~~31,~~anticipated ~~2025~~to be generated under this agreement may materially and ~~August~~positively ~~31,~~affect ~~2024~~NTIC’s future quarterly sales and other operating results.

~~16. OTHER INCOME – EMPLOYEE RETENTION CREDIT~~17

~~During~~Natur-Tec® ~~the~~bio-based ~~nine~~and ~~months~~compostable ~~ended~~plastics ~~May~~are ~~31,~~manufactured ~~2025,~~using ~~the~~NTIC’s ~~Company~~patented ~~received~~and/or ~~$1,139,756~~proprietary intechnologies ~~cash~~and asare intended to replace conventional petroleum-based plastics. The Natur-Tec® biopolymer resin compound portfolio includes formulations that have been optimized for a ~~result~~variety of ~~Employee~~applications, ~~Retention~~including ~~Credits~~blown-film ~~(ERC)~~extrusion, ~~which~~coatings, injection molding, thermoforming, profile extrusion and engineered plastics. These resin compounds are ~~refundable~~certified ~~tax~~to ~~credits~~be ~~against~~fully ~~certain~~biodegradable ~~employment~~in ~~taxes~~a ~~initially~~commercial ~~made~~composting ~~available~~environment ~~under~~and ~~the~~are ~~Coronavirus~~currently ~~Aid~~being used to produce finished products, ~~Relief~~including can liners, shopping and ~~Economic~~grocery ~~Security~~bags, ~~Act.~~lawn ~~The~~and ~~ERC~~leaf ~~was~~bags, ~~received~~branded inapparel ~~cash~~packaging bags and ~~was~~accessories, ~~claimed~~and ~~under~~various ~~the~~foodservice ~~suspension~~items, ~~test~~such ~~criteria~~as ~~based~~disposable oncutlery, ~~the~~drinking ~~Company’s~~straws, ~~determination~~food-handling ~~that~~gloves, itand ~~met~~coated ~~the~~paper ~~eligibility requirements~~products. In ~~accordance~~North ~~with~~America, ~~the~~NTIC ~~Company’s~~markets ~~accounting~~its ~~policy,~~Natur-Tec® ~~the~~resin ~~ERC~~compounds ~~payments~~and ~~have~~finished ~~been~~products ~~recognized~~primarily through a network of regional and national distributors as ~~Other~~well ~~Income~~as inindependent ~~the~~agents. ~~period~~NTIC incontinues ~~which~~to ~~the~~see ~~cash~~significant ~~was~~opportunities ~~received~~for finished bioplastic products and, astherefore, ~~the~~continues ~~Company~~to ~~determined~~strengthen ~~that~~and ~~all~~expand ~~relevant~~its ~~criteria~~North American distribution network for ~~recognition~~finished ~~had~~Natur-Tec® ~~been~~bioplastic ~~met~~products. ~~The~~We ~~ERC~~recently ~~represents~~entered into a ~~one-time~~preferred ~~benefit~~supplier agreement with the nation’s leading specialized distributor for a foodservice and ~~does~~industrial ~~not~~packaging ~~constitute~~company, ~~recurring~~which ~~operational~~we ~~revenue~~expect to translate into higher Natur-Tec® sales growth in fiscal 2026 compared to fiscal 2025.

~~Additionally~~Internationally, ~~the~~NTIC ~~Company~~sells ~~earned~~its ~~$181,529~~Natur-Tec® inresin ~~interest~~compounds ~~income~~and ~~related~~finished toproducts ~~the~~both ~~ERC~~directly ~~payments,~~and ~~which~~through ~~was~~its ~~recorded~~wholly asowned ~~Interest~~subsidiary ~~Income~~in ~~for~~China ~~the~~and ~~period.~~majority-owned ~~The~~subsidiaries ~~ERC payments of $1,139,756 are recorded as Other Income~~ in ~~the~~India ~~condensed~~and ~~consolidated~~Sri ~~statements of operations~~Lanka, ~~while~~and ~~the~~through ~~interest~~distributors ~~income of $181,529 is recorded separately under Interest Income in the condensed consolidated statements of operations. The Company will continue to monitor any developments related to the ERC~~ and ~~its~~certain ~~accounting~~joint ~~treatment in accordance with applicable regulations and guidance~~ventures.

~~17.~~Financial ~~SUBSEQUENT EVENTS~~Overview

OnNTIC’s ~~July 8~~management, ~~2025,~~including ~~the~~its ~~Company~~chief ~~and~~executive ~~JPM~~officer, ~~entered~~who ~~into~~is anNTIC’s ~~amendment~~chief tooperating ~~the~~decision ~~Credit~~maker, ~~Agreement~~reports toand ~~increase~~manages ~~the~~NTIC’s ~~availability~~operations ~~under~~in ~~the~~two ~~Credit~~reportable ~~Facility~~business ~~from~~segments ~~$8.0~~based ~~million~~on toproducts ~~$10.0~~sold, ~~million.~~customer ~~The~~base ~~other~~and ~~material~~distribution ~~terms~~center: ofZERUST® ~~the~~products ~~Credit~~and ~~Facility~~services and ~~the~~Natur-Tec® ~~Credit Agreement were not affected by this amendment~~products.

17Highlights of NTIC’s financial results for the three months ended November 30, 2025 include the following, with increases or decreases in each case as compared to the prior fiscal year quarterly period:

~~ITEM~~● NTIC’s consolidated net sales increased 9.2% primarily due to increased sales and demand for ZERUST® and Natur-Tec® products. ~~MANAGEMENT~~74.3% of NTIC’Ss ~~DISCUSSION~~consolidated ~~AND~~net ~~ANALYSIS~~sales OFwere ~~FINANCIAL~~derived ~~CONDITION~~from ~~AND~~sales ~~RESULTS~~of OFZERUST® ~~OPERATIONS~~products and services, which increased 11.9%. 25.7% of NTIC’s consolidated net sales were derived from sales of Natur-Tec® products, which increased 2.2%.

~~This~~● ~~Management’s~~Cost ~~Discussion~~of ~~and~~goods ~~Analysis~~sold ~~provides~~as ~~material~~a ~~historical~~percentage ~~and~~of ~~prospective~~net ~~disclosures~~sales ~~intended~~increased to ~~enable investors and other users to assess NTIC’s financial condition and results of operations~~64.0% ~~Statements~~from ~~that are not historical are forward-looking and involve risks and uncertainties discussed under the heading “Part I~~61.7% ~~Item~~primarily 2.due ~~Management’s~~to ~~Discussion~~slightly ~~and~~higher ~~Analysis~~raw ofmaterial ~~Financial~~prices ~~Condition~~ and ~~Results~~discounts ~~of Operations—Forward-Looking Statements” in this report and under “Part 1. Item 1A. Risk Factors” in our annual report~~ on ~~Form~~selling ~~10-K for the fiscal year ended August 31, 2024~~prices. The following discussion of the results of the operations and financial condition of NTIC should be read in conjunction with NTIC’s consolidated financial statements and the related notes thereto included under the heading “Part I. Item 1. Financial Statements.”

~~Business~~● ~~Overview~~NTIC’s total income from joint venture operations decreased 5.1% to $2,291,373 in the three months ended November 30, 2025, compared to $2,413,712 during the three months ended November 30, 2024 primarily due to a slight increase in operating expenses at the joint ventures. Net sales at NTIC’s joint ventures, which are not consolidated with NTIC’s net sales, increased 2.9% to $24,531,431 in the three months ended November 30, 2025, compared to $23,837,010 during the three months ended November 30, 2024.

NTIC develops and markets proprietary, environmentally beneficial products and services in over 65 countries either directly or via a network of subsidiaries, joint ventures, independent distributors, and agents. NTIC’s primary business is corrosion prevention marketed mainly under the ZERUST® brand. NTIC has been selling its proprietary ZERUST® products and services to the automotive, electronics, electrical, mechanical, military, and retail consumer markets for over 50 years and, more recently, has also expanded into the oil and gas industry. Additionally, NTIC markets and sells a portfolio of proprietary bio-based and certified compostable (fully biodegradable) polymer resin compounds and finished products under the Natur-Tec® brand. These sustainable packaging products are intended to reduce NTIC’s customers’ carbon footprint and provide environmentally sound waste disposal options.18

● NTIC’s ~~ZERUST®~~total ~~rust~~operating ~~and~~expenses ~~corrosion~~increased ~~inhibiting~~2.9% ~~products~~to ~~include plastic and paper packaging~~$9, ~~liquids~~741,367 ~~coatings,~~during ~~rust~~the ~~removers,~~three ~~cleaners,~~months ~~and~~ended ~~diffusers~~November as30, ~~well~~2025 ascompared ~~engineered~~to ~~solutions~~$9,469,994 ~~designed specifically~~ for the ~~oil~~three ~~and~~months ~~gas~~ended ~~industry.~~November ~~NTIC also offers worldwide~~30, ~~on-site,~~2024. ~~technical~~This ~~consulting~~small ~~for~~increase ~~rust~~was ~~and~~primarily ~~corrosion~~due ~~prevention~~to ~~issues.~~strategic Ininvestments ~~North~~in ~~America,~~ZERUST® ~~NTIC~~oil ~~sells~~and ~~its~~gas ~~ZERUST®~~marketing ~~corrosion~~and ~~prevention~~sales ~~solutions~~efforts, ~~through~~including apersonnel ~~network~~expenses ofand ~~independent~~the ~~distributors~~corresponding ~~and~~benefits, ~~agents~~as ~~supported~~well byas aincreased ~~direct~~travel ~~sales~~and ~~force~~professional fees.

~~Internationally,~~● NTIC ~~sells~~earned ~~its~~net ~~ZERUST®~~income ~~corrosion~~attributable ~~prevention~~to ~~solutions through its wholly owned subsidiary in China,~~ NTIC ~~(Shanghai)~~of ~~Co.~~$237, ~~Ltd. (NTIC China)~~819, ~~its~~or ~~wholly~~$0.03 ~~owned~~per ~~subsidiary~~diluted incommon ~~India~~share, ~~HNTI Limited (Zerust India), its majority-owned joint venture holding company~~ for ~~NTIC’s joint venture investments in~~ the ~~Association~~three ofmonths ~~Southeast~~ended ~~Asian~~November ~~Nations (ASEAN) region~~30, ~~NTI~~2025 ~~Asean~~compared ~~LLC~~to ~~(NTI Asean)~~$561, ~~and certain majority-owned and wholly owned subsidiaries~~091, ~~and~~or ~~joint~~$0.06 ~~venture~~per ~~arrangements~~diluted incommon ~~North America~~share, ~~Europe,~~for ~~and~~the ~~Asia.~~three ~~NTIC~~months ~~also~~ended ~~sells~~November ~~products directly to its European joint venture partners through its wholly owned subsidiary in Germany~~30, ~~NTIC Europe GmbH (NTI Europe)~~2024.

~~One~~During ofthe three months ended November 30, 2025, NTIC’s ~~strategic~~incurred additional costs related to tariffs and expects such costs to continue throughout fiscal 2026. Management has implemented, and expects to continue to implement, proactive measures to mitigate inflationary and supply chain pressures resulting from tariffs through a combination of supplier diversification, regional sourcing initiatives, iscost-reduction programs, and manufacturing optimization. Management continues to ~~expand~~monitor ~~into~~global trade developments and ~~penetrate~~evaluate ~~other~~opportunities ~~markets~~to ~~for~~further reduce its ~~ZERUST®~~exposure ~~corrosion~~to ~~prevention~~tariffs ~~technologies~~by localizing production and developing alternative sourcing options where practicable. ~~Consequently~~With respect to NTIC China, ~~for~~a ~~the~~majority ~~past~~of ~~several~~its ~~years~~production and sales are for local consumption. Accordingly, management believes that NTIC ~~has~~China’s ~~focused~~exposure ~~significant~~to ~~sales~~tariffs, ~~and~~including ~~marketing~~those ~~efforts~~imposed onby the ~~oil~~United ~~and~~States, ~~gas~~is ~~industry~~limited. However, asgiven the ~~infrastructure~~complex ~~that~~and ~~supports~~evolving ~~that~~nature ~~industry~~of isglobal ~~typically~~trade ~~constructed~~policy, ~~using~~there ~~metals~~can be no assurance that ~~are~~tariffs ~~highly~~or ~~susceptible~~other totrade ~~corrosion.~~restrictions will not adversely affect NTIC’s ~~believes~~net ~~that~~sales, ~~its~~gross ~~ZERUST®~~margins, ~~corrosion~~or ~~prevention~~operating ~~solutions~~results ~~will~~in ~~minimize~~future ~~maintenance~~periods. ~~downtime~~Tariffs onhave ~~critical~~had ~~oil~~a ~~and~~particular ~~gas~~impact ~~industry~~on ~~infrastructure~~NTIC’s Natur-Tec® business, ~~extend~~which relies on the ~~life~~global procurement of ~~such~~raw ~~infrastructure~~materials and finished goods. These factors may affect production economics, customer pricing, and ~~reduce~~competitive ~~the~~positioning, ~~risk~~particularly ofin ~~environmental~~markets ~~pollution~~where ~~due~~NTIC tocompetes ~~leaks~~with ~~caused~~local byproducers ~~corrosion~~not subject to comparable tariff exposure.

~~NTIC~~Results ~~markets and sells its ZERUST® rust and corrosion prevention solutions to customers in the oil and gas industry in a continuously increasing number~~ of ~~countries~~Operations either directly, through its subsidiaries, or through its joint venture partners and other strategic partners. The sale of ZERUST® corrosion prevention solutions to customers in the oil and gas industry typically involves long sales cycles, often including multi-year trial periods with each customer and a slow integration process thereafter.

18The following table sets forth NTIC’s results of operations for the three months ended November 30, 2025 and 2024.

Natur-Tec® bio-based and compostable plastics are manufactured using NTIC’s patented and/or proprietary technologies and are intended to replace conventional petroleum-based plastics. The Natur-Tec® biopolymer resin compound portfolio includes formulations that have been optimized for a variety of applications, including blown-film extrusion, coatings, injection molding, thermoforming, profile extrusion and engineered plastics. These resin compounds are certified to be fully biodegradable in a commercial composting environment and are currently being used to produce finished products, including can liners, shopping and grocery bags, lawn and leaf bags, branded apparel packaging bags and accessories, and various foodservice items, such as disposable cutlery, drinking straws, food-handling gloves, and coated paper products. In North America, NTIC markets its Natur-Tec® resin compounds and finished products primarily through a network of regional and national distributors as well as independent agents. NTIC continues to see significant opportunities for finished bioplastic products and, therefore, continues to strengthen and expand its North American distribution network for finished Natur-Tec® bioplastic products.

	Three Months Ended November 30,
	2025		% of Net Sales			2024		% of Net Sales			$ Change			% Change
Net sales	$	23,308,881		N/A		$	21,338,393		N/A		$	1,970,488			9.2	%
Cost of goods sold		14,925,255		64.0	%		13,175,440		61.7	%		1,749,815			13.3	%
Equity in income from joint ventures		1,222,116		N/A			1,129,593		N/A			92,523			8.2	%
Fees for services provided to joint ventures		1,069,257		N/A			1,284,119		N/A			(214,862	)		(16.7	)%
Selling expenses		4,371,502		18.8	%		4,267,654		20.0	%		103,848			2.4	%
General and administrative expenses		4,148,953		17.8	%		3,858,943		18.1	%		290,010			7.5	%
Research and development expenses		1,220,912		5.2	%		1,343,397		6.3	%		(122,485	)		(9.1	)%

~~Internationally,~~Net Sales. NTIC’s ~~sells~~consolidated ~~its~~net ~~Natur-Tec®~~sales ~~resin~~increased ~~compounds~~9.2% ~~and~~to ~~finished~~$23,308,881 ~~products~~during ~~both~~the ~~directly~~three ~~and~~months ~~through~~ended ~~its~~November ~~wholly~~30, ~~owned~~2025 ~~subsidiary~~compared into ~~China~~$21,338,393 ~~and~~during ~~majority-owned~~the ~~subsidiaries~~three inmonths ~~India~~ended ~~and~~November ~~Sri~~30, ~~Lanka~~2024. ~~and~~This ~~through~~increase ~~distributors~~was primarily due to increased sales and ~~certain~~demand ~~joint~~for ~~ventures~~ZERUST® and Natur-Tec® products.

~~Tariffs~~ 19

The ~~tariff~~following ~~environment~~table issets ~~complex~~forth ~~and evolving.~~ NTIC’s ~~business~~net ~~has~~sales ~~incurred,~~by ~~and~~product ~~expects~~segment ~~to continue to incur, additional costs as it relates to tariffs~~ for the ~~remainder~~three ofmonths ~~fiscal~~ended ~~2025.~~November ~~NTIC has taken and will continue to take action to mitigate inflationary pressures caused by tariffs through a combination of targeted price increases~~30, ~~supplier~~2025 ~~diversification~~ and other strategic sourcing adjustments, cost reductions, and manufacturing optimization. With respect to NTIC China, specifically, the majority of NTIC China's production and sales are for local consumption; and therefore, we believe, NTIC China's exposure to tariffs, included those imposed by the United States is limited.2024:

Financial Overview

	Three Months Ended November 30,
	2025		2024		$ Change		% Change
Total ZERUST® sales	$	17,316,196	$	15,475,803	$	1,840,393		11.9	%
Total Natur-Tec® sales		5,992,685		5,862,590		130,095		2.2	%
Total net sales	$	23,308,881	$	21,338,393	$	1,970,488		9.2	%

~~NTIC’s~~During ~~management,~~the ~~including~~three ~~its~~months ~~chief~~ended ~~executive~~November ~~officer~~30, ~~who~~2025, is74.3% of NTIC’s ~~chief~~consolidated ~~operating~~net ~~decision~~sales ~~maker,~~were ~~reports~~derived from sales of ZERUST® products and ~~manages~~services, ~~NTIC’s~~which ~~operations~~increased in11.9% ~~two~~to ~~reportable~~$17,316,196 ~~business~~during ~~segments~~the ~~based~~three onmonths ~~products~~ended ~~sold~~November 30, ~~customer~~2025 ~~base~~compared ~~and~~to ~~distribution~~$15,475,803 ~~center:~~during the three months ended November 30, 2024. This increase was primarily due to increased demand for ZERUST® ~~products~~oil and ~~services~~gas products and ~~Natur-Tec~~ZERUST® industrial products.

~~Highlights~~The offollowing table sets forth NTIC’s ~~financial~~net ~~results~~sales of ZERUST® products for the three ~~and nine~~ months ended ~~May~~November 3130, 2025 ~~include~~and ~~the following, with increases or decreases in each case as compared to the respective prior fiscal year period~~2024:

● NTIC’s consolidated net sales increased 4.0% and 0.3% during the three and nine months ended May 31, 2025, respectively, compared to the three and nine months ended May 31, 2024. The increase for the three-month comparison was primarily due to increased sales and demand for ZERUST® products. The increase for the nine-month comparison was primarily due to increased sales and demand for Natur-Tec® products, partially offset by decreased sales of ZERUST® products. During the nine months ended May 31, 2025, 73.2% of NTIC’s consolidated net sales were derived from sales of ZERUST® products and services, and 26.8% of NTIC’s consolidated net sales were derived from sales of Natur-Tec® products.

	Three Months Ended November 30,
	2025		2024		$ Change		% Change
ZERUST® industrial net sales	$	14,922,518	$	13,962,252	$	960,266		6.9	%
ZERUST® oil & gas net sales		2,393,678		1,513,551		880,127		58.1	%
Total ZERUST® net sales	$	17,316,196	$	15,475,803	$	1,840,393		11.9	%

●ZERUST® ~~Cost~~industrial ~~of goods sold as a percentage of~~ net sales ~~was~~increased ~~61.6% and 62.5%~~ during the three ~~and nine~~ months ended ~~May~~November 3130, 2025, ~~respectively,~~ compared to ~~61.8% during each of~~ the ~~three~~same ~~and~~prior ~~nine~~fiscal ~~months~~year ~~ended May 31~~period, ~~2024,~~primarily ~~respectively.~~due ~~The~~to ~~slight~~increased ~~decrease~~demand for ~~the~~North ~~three-month~~American ~~comparison~~ZERUST® ~~was~~industrial ~~primarily~~products. ~~due~~Overall, todemand ~~the~~for ~~corresponding~~ZERUST® ~~change~~products inand ~~sales.~~services ~~The~~depends ~~increase~~heavily ~~for~~on the ~~nine-month~~overall ~~comparison~~health ~~was~~of ~~primarily~~the ~~due~~markets toin ~~slightly~~which ~~higher~~NTIC ~~raw~~sells ~~material~~its ~~prices~~products, ~~and~~including ~~discounts~~the onautomotive, ~~selling~~construction, ~~prices~~agriculture, ~~during~~and ~~the~~mining ~~nine~~markets ~~months~~in ~~ended May 31, 2025~~particular.

●ZERUST® ~~NTIC’s~~oil ~~total~~and ~~joint~~gas ~~venture~~net ~~operations~~sales ~~decreased~~increased 1258.91% ~~and~~during ~~14.3%~~the tothree ~~$2,272,912~~months ~~and~~ended $6November 30,~~377,617~~ ~~during~~2025 compared to the ~~three~~same ~~and~~period ~~nine~~last ~~months~~fiscal ~~ended~~year ~~May~~primarily ~~31,~~due ~~2025,~~to ~~respectively~~increased demand, ~~compared~~primarily toin ~~$2,609,228~~Brazil. NTIC anticipates that its sales of ZERUST® products and ~~$7,441,476~~services ~~during~~into the ~~three~~oil and ~~nine~~gas ~~months~~industry ~~ended~~will ~~May~~continue ~~31,~~to ~~2024,~~remain ~~respectively.~~subject ~~These~~to ~~decreases~~significant ~~were~~volatility ~~primarily~~from ~~due~~quarter to ~~decreases~~quarter inas ~~equity~~sales inare ~~income~~recognized. ~~from~~Demand ~~joint~~for ~~ventures,~~oil ~~which~~and ~~were~~gas ~~driven~~products around the world depends primarily byon ~~decreased~~market ~~sales~~acceptance atand ~~most~~the ~~joint~~reach ~~ventures.~~of ~~Net~~NTIC’s ~~sales~~distribution atnetwork. Because of the ~~joint~~typical ~~ventures,~~size ~~which~~of ~~are~~individual ~~not~~orders ~~consolidated~~and ~~with~~overall size of NTIC’s net sales, ~~decreased~~derived ~~9.3%~~from sales of oil and ~~8.0%~~gas products, the timing of one or more orders can materially affect NTIC’s quarterly sales compared to ~~$23~~prior fiscal year quarters. For example,~~211,613~~ ~~and~~in ~~$66~~November 2025,~~848,498~~ ~~during~~Zerust ~~the~~Brazil secured a three-year offshore oil and ~~nine~~gas ~~months~~production ~~ended~~asset ~~May~~preservation ~~31,~~contract ~~2025~~with a leading global engineering, ~~respectively~~procurement, ~~compared~~and construction company to provide advanced corrosion protection solutions for floating production storage and offloading units. The project under this agreement is expected to ramp during fiscal 2026 and run through calendar 2028 with an estimated total value of approximately R$~~25,602,072~~70 million (US$13.1 million). This includes approximately R$40 million (US$7.5 million) in materials and approximately R$~~72,642,714~~30 ~~during~~million ~~the~~(US$5.6 ~~three~~million) in engineering and ~~nine~~field ~~months~~services. ~~ended~~The ~~May~~amount ~~31,~~and ~~2024,~~timing ~~respectively~~of revenue anticipated to be generated under this agreement may materially and positively affect NTIC’s future quarterly sales and other operating results.

19During the three months ended November 30, 2025, 25.7% of NTIC’s consolidated net sales were derived from sales of Natur-Tec® products, compared to 27.5% during the three months ended November 30, 2024. Sales of Natur-Tec® products increased 2.2% to $5,992,685 during the three months ended November 30, 2025 compared to $5,862,590 during the three months ended November 30, 2024 due to timing differences in sales specifically to customers in India. The market for biodegradable plastics is expanding worldwide, driven by increasing environmental awareness, regulatory support for sustainable materials, and growing demand for eco-friendly alternatives. As consumers and industries seek to reduce plastic waste, biodegradable plastics offer a viable solution, particularly in sectors like packaging, agriculture, and consumer goods. This trend is further supported by government policies promoting sustainable practices and by advances in biodegradable technology, which make these materials more accessible and cost-effective.

● NTIC’s total operating expenses increased 7.6% and 7.9% to $9,665,165 and $27,954,669 during the three and nine months ended May 31, 2025, respectively, compared to $8,978,405 and $25,901,387 for the three and nine months ended May 31, 2024, respectively. These increases were primarily due to strategic investments in ZERUST® oil and gas marketing and sales efforts, including personnel expenses and the corresponding benefits, as well as increased travel and professional fees.20

●Cost ~~NTIC~~of ~~earned~~Goods ~~net~~Sold. ~~income~~Cost ~~attributable to NTIC~~ of ~~$121,775,~~goods orsold $0increased 13.013% ~~per diluted common share,~~ for the three months ended ~~May~~November 3130, 2025, compared to ~~$976,604,~~the orthree ~~$0.10~~months ~~per~~ended ~~diluted~~November ~~common share~~30, ~~for~~2024 ~~the~~primarily ~~three~~due ~~months~~to ~~ended~~the ~~May~~increase ~~31,~~in ~~2024.~~sales ~~NTIC~~and ~~earned~~slightly ~~net~~higher ~~income~~raw ~~attributable~~material toprices. ~~NTIC~~Cost of ~~$1,117,185,~~goods orsold ~~$0.12~~as ~~per~~a ~~diluted~~percentage ~~common~~of ~~share,~~net sales increased to 64.0% for the ~~nine~~three months ended ~~May~~November 3130, 2025, compared to ~~$3,573,294, or $0~~61.367% ~~per diluted common share,~~ for the ~~nine~~three months ended ~~May~~November 3130, 2024 due primarily to the factors noted above.

~~Results~~Equity in Income from Joint Ventures. NTIC’s equity in income from joint ventures increased 8.2% to $1,222,116 during the three months ended November 30, 2025 compared to $1,129,593 during the three months ended November 30, 2024 primarily due to a modification of ~~Operations~~the fees for services plans due to tax planning in the first quarter of fiscal 2026 for two joint ventures which resulted in a decrease in fees for services and an increase in equity in income for both entities. This was partially offset by a decrease in net income at NTIC’s joint venture in Germany, EXCOR. NTIC’s equity in income from joint ventures fluctuates based on net sales and profitability of the joint ventures during the respective periods. Additionally, of the total equity in income from joint ventures, NTIC had equity in income from joint ventures of $518,135 attributable to EXCOR during the three months ended November 30, 2025 compared to $623,750 attributable to EXCOR during the three months ended November 30, 2024. This decrease was due to a decrease in net sales by EXCOR during the three months ended November 30, 2025 compared to the three months ended November 30, 2024. NTIC had equity in income from all other joint ventures of $703,981 during the three months ended November 30, 2025, compared to $505,843 during the three months ended November 30, 2024.

~~The~~Fees ~~following~~for ~~table~~Services ~~sets~~Provided ~~forth~~to Joint Ventures. NTIC recognized fee income for services provided to joint ventures of $1,069,257 during the three months ended November 30, 2025 compared to $1,284,119 during the three months ended November 30, 2024, representing a decrease of 16.7% primarily due to a modification of the fees for services plans due to tax planning in the first quarter of fiscal 2026 for two joint ventures which resulted in a decrease in fees for services and an increase in equity in income for both entities. Fee income for services provided to joint ventures is traditionally a function of the sales made by NTIC’s ~~results~~joint ofventures; ~~operations~~however, at various joint ventures, the fee income for services is a fixed amount that does not fluctuate with the change in sales experienced by certain joint ventures during the three ~~and~~months ~~nine~~ended November 30, 2024, specifically EXCOR. Net sales at the joint ventures increased to $24,531,431 during the three months ended ~~May~~November 3130, 2025 compared to $23,837,010 for the three months ended November 30, 2024, representing an increase of 2.9%. This increase was primarily due to increases in demand for products at most joint ventures, partially offset by continued decreased demand at NTIC’s joint venture in Germany. Net sales of NTIC’s joint ventures are not included in NTIC’s product sales and are not included in NTIC’s consolidated financial statements. Of the total fee income for services provided to joint ventures, fees of $74,081 were attributable to EXCOR during the three months ended November 30, 2025 compared to $206,329 attributable to EXCOR during the three months ended November 30, 2024, only one month of fees for services was recorded prior to modifying the agreement for tax purposes.

	Three Months Ended May 31,
	2025		% of Net Sales			2024		% of Net Sales			$ Change			% Change
Net sales	$	21,508,563		n/a		$	20,686,197		n/a		$	822,366			4.0	%
Cost of goods sold		13,249,123		61.6	%		12,793,103		61.8	%		456,020			3.6	%
Equity in income from joint ventures		970,314		n/a			1,396,731		n/a			(426,417	)		(30.5%	)
Fees for services provided to joint ventures		1,302,598		n/a			1,212,497		n/a			90,101			7.4	%
Selling expenses		4,375,956		20.3	%		4,232,887		20.5	%		143,069			3.4	%
General and administrative expenses		4,150,966		19.3	%		3,500,113		16.9	%		650,853			18.6	%
Research and development expenses		1,138,243		5.3	%		1,245,405		6.0	%		(107,162	)		(8.6%	)

Selling Expenses. NTIC’s selling expenses increased 2.4% for the three months ended November 30, 2025 compared to the same period in fiscal 2025 primarily due to increased personnel expense during the current fiscal year period compared to the same prior fiscal year period. Selling expenses as a percentage of net sales decreased to 18.8% for the three months ended November 30, 2025 compared to 20.0% during the three months ended November 30, 2024 primarily due to increased net sales, partially offset by increased selling expenses.

	Nine Months Ended May 31,
	2025		% of Net Sales			2024		% of Net Sales			$ Change			% Change
Net sales	$	61,919,022		n/a		$	61,710,410		100.0	%	$	208,612			0.3	%
Cost of goods sold		38,701,045		62.5	%		38,143,878		61.8	%		557,167			1.5	%
Equity in income from joint ventures		2,720,637		n/a			3,676,962		n/a			(956,325	)		(26.0%	)
Fees for services provided to joint ventures		3,656,980		n/a			3,764,514		n/a			(107,534	)		(2.9%	)
Selling expenses		12,515,638		20.2	%		12,053,839		19.5	%		461,799			3.8	%
General and administrative expenses		11,668,492		18.8	%		10,253,966		16.6	%		1,414,526			13.8	%
Research and development expenses		3,770,539		6.1	%		3,593,582		5.8	%		176,957			4.9	%

General and Administrative Expenses. NTIC’s general and administrative expenses increased 7.5% for the three months ended November 30, 2025 compared to the same period in fiscal 2025 primarily due to increased professional services and travel and personnel expenses, which relate in part to increased information technology infrastructure, during the current fiscal year period compared to the same prior fiscal year period. As a percentage of net sales, general and administrative expenses decreased to 17.8% for the three months ended November 30, 2025 from 18.1% for the three months ended November 30, 2024 primarily due to increased net sales, partially offset by increased general and administrative expenses.

~~Net Sales. NTIC’s consolidated net sales increased 4.0% and 0.3% to $~~21,508,563 and $61,919,022 during the three and nine months ended May 31, 2025, respectively, compared to the three and nine months ended May 31, 2024. The increase for the three-month comparison was primarily due to increased sales and demand for ZERUST® products. The increase for the nine-month comparison was primarily due to increased sales and demand for Natur-Tec® products, partially offset by decreased sales of ZERUST® products.

20Research and Development Expenses. NTIC’s research and development expenses decreased 9.1% for the three months ended November 30, 2025 compared to the same period in fiscal 2025 primarily due to the transition of expenses from research and development to selling expenses.

~~The~~Interest ~~following~~Income. ~~table sets forth~~ NTIC’s ~~net~~interest ~~sales~~income byincreased ~~product~~to ~~segment~~$37,242 ~~for~~during the three ~~and~~months ~~nine~~ended November 30, 2025 compared to $25,567 during the three months ended ~~May 31~~November 30, ~~2025~~2024 primarily due to changes in the invested cash balances and ~~2024:~~rate of return at various subsidiaries.

	Three Months Ended May 31,				Nine Months Ended May 31,
	2025		2024		2025		2024
Total ZERUST® sales	$	15,728,637	$	14,837,235	$	45,316,457	$	45,461,075
Total Natur-Tec® sales		5,779,926		5,848,962		16,602,565		16,249,335
Total net sales	$	21,508,563	$	20,686,197	$	61,919,022	$	61,710,410

Interest Expense. NTIC’s interest expense increased to $199,966 during the three months ended November 30, 2025 compared to $120,220 during the three months ended November 30, 2024 primarily due to increased outstanding average borrowings during the current fiscal year period.

~~During~~Income ~~the~~Before ~~three~~Income ~~and~~Tax ~~nine months ended May 31, 2025, 73~~Expense.1% ~~and 73.2% of~~ NTIC’s ~~consolidated~~had ~~net~~income ~~sales,~~before ~~respectively,~~income ~~were~~tax ~~derived~~expense ~~from sales~~ of ~~ZERUST® products and services. Sales of ZERUST® products and services increased 6.0% to~~ $15770,~~728,637~~908 ~~compared~~for ~~to $14,837,235 during~~ the three months ended ~~May~~November 3130, ~~2024~~2025 ~~and~~compared ~~decreased~~to ~~slightly~~income tobefore ~~$45,361,457,~~income ~~compared~~tax toexpense of $451,~~461~~012,~~075~~018 ~~during~~for the ~~nine~~three months ended ~~May~~November 3130, 2024. ~~The increase for the three-month comparison was primarily due to increased demand for ZERUST® industrial products, and was partially offset by decreased demand for ZERUST® oil and gas products.~~

~~The~~Income ~~following~~Tax ~~table~~Expense. ~~sets~~Income ~~forth~~tax ~~NTIC’s~~expense ~~net~~was ~~sales~~$265,029 ofduring ~~ZERUST®~~the ~~products~~three ~~for~~months ~~the~~ended ~~three~~November ~~and~~30, ~~nine~~2025 compared to $217,871 during the three months ended ~~May 31~~November 30, ~~2025~~2024. ~~and~~Income ~~2024:~~tax expense was calculated based on management’s estimate of NTIC’s annual effective income tax rate.

	Three Months Ended May 31,
	2025		2024		$ Change			% Change
ZERUST® industrial net sales	$	14,440,591	$	13,477,181	$	963,410			7.1	%
ZERUST® oil & gas net sales		1,288,046		1,360,054		(72,008	)		(5.3%	)
Total ZERUST® net sales	$	15,728,637	$	14,837,235	$	891,402			6.0	%

NTIC considers the earnings of certain foreign joint ventures to be indefinitely invested outside the United States on the basis of estimates that NTIC’s future domestic cash generation will be sufficient to meet future domestic cash needs. As a result, U.S. income and foreign withholding taxes have not been recognized on the cumulative undistributed earnings of $28,322,052 and $27,667,432 as of November 30, 2025 and August 31, 2025, respectively. To the extent undistributed earnings of NTIC’s joint ventures are distributed in the future, they are not expected to result in any material additional income tax liability after the application of foreign tax credits.

	Nine Months Ended May 31,
	2025		2024		$ Change			% Change
ZERUST® industrial net sales	$	40,965,696	$	40,431,379	$	534,317			1.3	%
ZERUST® oil & gas net sales		4,350,761		5,029,696		(678,935	)		(13.5%	)
Total ZERUST® net sales	$	45,316,457	$	45,461,075	$	(144,618	)		(0.3%	)

Net Income Attributable to NTIC. Net income attributable to NTIC decreased to $237,819, or $0.03 per diluted common share, for the three months ended November 30, 2025 compared to $561,091, or $0.06 per diluted common share, for the three months ended November 30, 2024. This decrease was primarily due to the increase in operating expenses and an increase in interest expense and decreases in joint venture operating income, partially offset by the increase in gross profit, in each case in the current fiscal year period compared to the prior fiscal year period.

~~ZERUST®~~NTIC ~~industrial~~anticipates ~~net~~that ~~sales~~its ~~increased~~earnings ~~7.1%~~will ~~and~~continue ~~1.3%~~to ~~during~~be ~~the~~adversely ~~three~~affected ~~and~~to ~~nine~~some ~~months~~extent ~~ended~~by ~~May~~inflation ~~31,~~and ~~2025~~worldwide supply chain disruptions, ~~respectively~~among other factors. Additionally, ~~compared~~NTIC toanticipates ~~the~~that ~~respective~~its ~~prior~~quarterly ~~fiscal~~net ~~year~~income ~~periods,~~will continue to remain subject to significant volatility primarily due to ~~increased~~the ~~demand~~financial ~~for~~performance ~~North~~of ~~American~~its ~~ZERUST®~~subsidiaries ~~industrial~~and ~~products.~~joint ~~Overall~~ventures, ~~demand~~sales ~~for~~of its ZERUST® products and services ~~depends~~into ~~heavily on~~ the ~~overall~~oil ~~health~~and ofgas ~~the~~industry, ~~markets~~and insales ~~which~~of ~~NTIC~~its ~~sells~~Natur-Tec® ~~its~~bioplastics products, ~~including~~which ~~the~~sales ~~automotive,~~fluctuate ~~construction,~~more ~~agriculture,~~on ~~and~~a ~~mining~~quarterly ~~markets,~~basis inthan ~~particular~~the traditional ZERUST® business.

~~ZERUST®~~Other ~~oil~~Comprehensive ~~and~~Income ~~gas~~– ~~net~~Foreign ~~sales~~Currency ~~decreased~~Translations 5Adjustment.3% ~~and~~The ~~13.5%~~changes ~~during~~in the ~~three~~foreign ~~and~~currency ~~nine~~translations ~~months~~adjustment ~~ended~~were ~~May 31,~~due ~~2025, respectively, compared~~ to the ~~respective~~fluctuation ~~prior fiscal year periods primarily due to decreased demand. NTIC anticipates that its sales~~ of ~~ZERUST® products and services into~~ the ~~oil~~U.S. ~~and~~dollar ~~gas~~compared ~~industry will continue~~ to ~~remain subject to significant volatility from quarter to quarter as sales are recognized. Demand for oil and gas products around~~ the ~~world~~Euro ~~depends primarily on market acceptance~~ and ~~the~~other ~~reach~~foreign ofcurrencies ~~NTIC’s~~during ~~distribution network. Because of~~ the ~~typical~~three ~~size~~months ofended ~~individual~~November ~~orders~~30, ~~and~~2025 ~~overall~~compared ~~size~~to ~~of NTIC’s net sales derived from sales of oil and gas products,~~ the ~~timing~~same ofperiod ~~one~~in ~~or more orders can materially affect NTIC’s quarterly sales compared to prior~~ fiscal ~~year quarters~~2025.

During the three and nine months ended May 31, 2025, 26.9% and 26.8% of NTIC’s consolidated net sales, respectively, were derived from sales of Natur-Tec® products, compared to 28.3% and 26.3% during the three and nine months ended May 31, 2024, respectively. Sales of Natur-Tec® products decreased 1.2% to $5,779,926 during the three months ended May 31, 2025 compared to $5,848,962 during the three months ended May 31, 2024. Sales of Natur-Tec® products increased 2.2% to $16,602,565 during the nine months ended May 31, 2025 compared to $16,249,335 during the nine months ended May 31, 2024. The decrease for the three-month comparison was primarily due to a combination of timing and seasonal variations in demand in Asia, and a temporary reduction in shipments to a major resin customer due to one-time tooling changes. The increase for the nine-month comparison was primarily due to higher demand for apparel packaging from major brands in India, and the launch of new customer applications. The market for biodegradable plastics is expanding worldwide, driven by increasing environmental awareness, regulatory support for sustainable materials, and growing demand for eco-friendly alternatives. As consumers and industries seek to reduce plastic waste, biodegradable plastics offer a viable solution, particularly in sectors like packaging, agriculture, and consumer goods. This trend is further supported by government policies promoting sustainable practices and by advances in biodegradable technology, which make these materials more accessible and cost-effective.22

21Liquidity and Capital Resources

~~Cost~~Sources of ~~Goods~~Cash ~~Sold. Cost~~and ofWorking ~~goods sold increased 3~~Capital.6% ~~and~~NTIC’s ~~1.5%~~working ~~for~~capital, ~~the~~defined ~~three~~as ~~and~~current ~~nine~~assets ~~months~~less ~~ended~~current ~~May 31~~liabilities, ~~2025,~~was ~~respectively~~$19,441,186 ~~compared~~as toof ~~the~~November ~~three~~30, ~~and~~2025, ~~nine~~including ~~months ended May 31~~$6,389,809 ~~2024 primarily due to the fluctuations~~ in ~~corresponding~~cash ~~sales.~~and ~~Cost~~cash ofequivalents, ~~goods~~$9,134,428 ~~sold~~outstanding asunder aNTIC’s ~~percentage~~line of ~~net~~credit ~~sales was 61.6%~~ and ~~62.5%~~$2,887,310 ~~for~~of ~~the~~outstanding ~~three~~term ~~and nine months ended May 31~~loans, ~~2025~~current, ~~respectively,~~ compared to ~~61.8%~~$20,438,722 ~~during~~as ~~each~~ of ~~the~~August ~~three and nine months ended May~~ 31, ~~2024~~2025, ~~respectively.~~including ~~The~~$7,250,523 ~~slight~~in ~~decrease~~cash ~~for~~and ~~the~~cash ~~three-month~~equivalents, ~~comparison~~$9,329,021 ~~was~~outstanding ~~primarily~~under ~~due~~NTIC’s toline ~~the~~of ~~corresponding~~credit, ~~change~~and in$2,860,256 ~~sales.~~of ~~The~~outstanding ~~increase~~term ~~for~~loans, ~~the~~current. ~~nine-month~~Reducing ~~comparison~~debt ~~was~~through ~~primarily~~positive ~~due~~operating tocash ~~slightly~~flow ~~higher raw material prices~~ and ~~discounts~~improving onworking ~~selling~~capital ~~prices~~efficiencies ~~during~~is ~~the~~a ~~nine~~strategic ~~months~~focus ~~ended~~for ~~May~~fiscal ~~31, 2025~~2026.

~~Equity in Income from Joint Ventures.~~ NTIC’s ~~equity~~believes inthat ~~income~~a ~~from~~combination ~~joint~~of ~~ventures~~its ~~decreased~~existing ~~30.5%~~cash and ~~26.0%~~cash ~~to $970~~equivalents,~~314~~ ~~and~~available ~~$2,720,637~~for ~~during~~sale ~~the~~securities, ~~three~~forecasted ~~and~~cash ~~nine~~flows ~~months~~from ~~ended~~future ~~May 31~~operations, ~~2025,~~anticipated ~~respectively,~~distributions ~~compared~~of ~~to $1~~earnings,~~396,731~~ ~~and~~anticipated ~~$3,676,962~~fees ~~during~~to ~~the~~NTIC ~~three~~for ~~and~~services ~~nine~~provided ~~months~~to ~~ended~~its ~~May~~joint 31ventures, ~~2024,~~and ~~respectively.~~funds ~~NTIC’s~~available ~~equity~~through inexisting ~~income~~or ~~from~~anticipated ~~joint~~financing ~~ventures~~arrangements ~~fluctuates~~will ~~based~~be onadequate ~~the~~to ~~net~~fund ~~sales and profitability of~~ its ~~joint~~existing ~~ventures~~operations, ~~during~~investments ~~the~~in ~~respective~~new ~~periods.~~or Ofexisting ~~the~~joint ~~total~~ventures ~~equity~~or insubsidiaries, ~~income~~capital ~~from~~expenditures, ~~joint~~debt ~~ventures~~repayments, ~~NTIC~~cash ~~had~~dividends, ~~equity~~and inany ~~income~~stock ~~from~~repurchases ~~joint~~for ~~ventures~~at ofleast ~~$1,340,674~~the ~~attributable~~next to12 ~~EXCOR~~months. ~~during~~During the ~~nine~~remainder ~~months~~of ~~ended~~fiscal ~~May 31~~2026, ~~2025,~~NTIC ~~compared~~expects to ~~$2,015,734~~continue ~~attributable~~ to ~~EXCOR~~invest ~~during~~through ~~the~~its ~~nine~~use ~~months~~of ~~ended~~working ~~May~~capital ~~31,~~in ~~2024.~~Zerust ~~This~~India, ~~decrease~~NTIC ~~was~~China, ~~primarily~~NTI ~~due~~Europe, toits ajoint ~~decrease~~ventures, inresearch ~~net~~and ~~sales~~development, bymarketing ~~EXCOR~~efforts, ~~compared~~resources tofor the ~~same~~application ~~prior~~of ~~year~~its ~~fiscal~~corrosion ~~period.~~prevention ~~NTIC~~technology ~~had equity~~ in ~~income~~the ~~from~~oil ~~all~~and ~~other~~gas ~~joint ventures of $1~~industry,~~379,963~~ ~~during~~and ~~the~~its ~~nine~~Natur-Tec® ~~months~~bio-plastics ~~ended May 31~~business, ~~2025,~~although ~~compared~~the toamounts ~~$1,661,227~~of ~~during~~these ~~the~~various ~~nine~~investments ~~months~~are ~~ended~~not ~~May~~known ~~31,~~at ~~2024~~this time.

~~Fees for Services Provided to Joint Ventures.~~ NTIC ~~recognized~~also ~~fee~~expects ~~income for services provided~~ to ~~joint~~use ~~ventures~~some of ~~$1,302,598~~its ~~and~~capital ~~$3,656,980~~resources ~~during the three and nine months ended May 31, 2025, respectively, compared~~ to ~~$1,212,497~~acquire ~~and $3,764,514 during~~ the ~~three~~remaining ~~and~~ownership ~~nine~~interests ~~months ended May 31, 2024, respectively, representing an increase~~ of ~~7.4% and a decrease of 2.9%, respectively. Fee income for services provided to~~ joint ventures isnot ~~traditionally~~owned ~~a function of the sales made~~ by NTIC’s ~~joint~~as ~~ventures;~~they ~~however,~~become atavailable ~~various~~or ~~joint~~appropriate ~~ventures,~~and ~~the fee income~~ for ~~services is a fixed amount that does not fluctuate with~~ the ~~change~~formation inof ~~sales~~one ~~experienced~~or bymore ~~certain~~new ~~joint~~subsidiaries ~~ventures during the three and nine months ended May 31, 2025, specifically EXCOR. Net sales at the joint ventures decreased 9.3% and 8.0%~~ to ~~$23,211,613~~assume ~~and $66,848,498 during~~ the ~~three~~operations ~~and~~of ~~nine~~a months ended May 31, 2025, respectively, compared to $25,602,072 and $72,642,714 during the three and nine months ended May 31, 2024, respectively. These decreases were primarily due to decreased demand during the current fiscal year periods at NTIC’s joint venture ~~in Germany~~. ~~Net~~Some ~~sales~~ of ~~NTIC’s~~these joint ~~ventures~~venture ~~are~~transitions ~~not~~may ~~included~~materially inimpact NTIC’s ~~product~~results ~~sales~~of ~~and~~operations ~~are not included in NTIC’s consolidated financial statements. Of the total fee income~~ for ~~services~~a ~~provided~~particular toreporting ~~joint ventures, fees of $626,999 were attributable to EXCOR during the nine months ended May 31, 2025, compared to fees of $618,236 attributable to EXCOR during the nine months ended May 31, 2024~~period.

~~Selling~~NTIC ~~Expenses.~~traditionally ~~NTIC’s~~has ~~selling~~used ~~expenses~~the ~~increased~~cash ~~3.4%~~generated ~~and~~from ~~3.8%~~its ~~during~~operations, ~~the~~distributions ~~three~~of ~~and~~earnings ~~nine~~from ~~months~~joint ~~ended~~ventures ~~May~~and ~~31,~~fees ~~2025~~for ~~compared~~services provided to ~~the~~its ~~respective~~joint ~~prior~~ventures ~~fiscal~~to ~~year~~fund ~~periods.~~NTIC’s ~~The~~new ~~increases~~technology ~~were~~investments ~~primarily~~and ~~due~~capital contributions to ~~increased~~new ~~personnel~~and ~~expense~~existing insubsidiaries ~~the~~and ~~current~~joint ~~fiscal~~ventures. ~~year~~NTIC’s ~~periods~~joint asventures atraditionally ~~result~~have ofoperated anwith ~~expansion~~little inor ~~the~~no ~~ZERUST®~~debt ~~oil~~ and ~~gas~~have ~~sales~~been ~~team.~~self-financed Aswith aminimal ~~percentage~~initial ofcapital ~~net~~investment ~~sales, selling expenses were 20.3%~~ and ~~20.2%~~minimal ~~for~~additional ~~the~~capital ~~three~~investment ~~and~~from ~~nine~~their ~~months~~respective ~~ended~~owners. ~~May 31~~Therefore, ~~2025,~~NTIC ~~respectively,~~believes ~~compared~~there tois ~~20.5%~~limited ~~and~~exposure ~~19.5%~~by ~~for~~NTIC’s ~~the~~joint ~~three~~ventures ~~and~~that ~~nine~~could ~~months~~materially ~~ended~~impact ~~May~~their ~~31,~~respective ~~2024,~~operations ~~respectively~~and/or liquidity.

22In order to take advantage of new product and market opportunities to expand its business and increase its revenues and assist with joint venture transitions, NTIC may decide to finance such opportunities by additional borrowings under its revolving line of credit or raising additional financing through the issuance of debt or equity securities. There is no assurance that any financing transaction will be available on terms acceptable to NTIC or at all or that any financing transaction will not be dilutive to NTIC’s current stockholders.

~~General~~Credit ~~and~~Agreement ~~Administrative~~with ~~Expenses.~~JPMorgan ~~NTIC’s~~Chase ~~general~~Bank, ~~and administrative expenses increased 18~~N.~~6% and 13~~A.8% ~~for~~NTIC ~~the~~is ~~three~~party ~~and~~to ~~nine~~a ~~months~~Credit ~~ended~~Agreement ~~May~~(as 31amended, ~~2025, respectively, compared to~~ the ~~same~~Credit ~~respective~~Agreement) ~~periods~~with inJPMorgan ~~fiscal~~Chase ~~2024~~Bank, ~~primarily~~N.A. ~~due to increased professional services and travel and personnel expenses~~(JPM), which ~~relate~~provides inNTIC ~~part~~with toa ~~increased~~senior ~~information~~secured ~~technology~~revolving ~~infrastructure,~~line ~~during~~of ~~the~~credit ~~current fiscal year periods compared to~~ (the ~~respective~~Credit ~~prior~~Facility) ~~fiscal year periods. As a percentage~~ of ~~net~~up ~~sales, general and administrative expenses increased~~ to 19$10.~~3% and 18~~0 million.8% ~~for~~The ~~the~~Credit ~~three~~Facility ~~and~~includes ~~nine~~a ~~months ended May 31, 2025, respectively, from 16~~$5.9%0 ~~and~~million ~~16.6%~~sublimit for ~~the~~standby ~~same~~letters ~~respective~~of ~~periods in fiscal 2024 primarily due to increased general and administrative expenses as described above~~credit.

~~Research~~Borrowings ~~and~~of ~~Development Expenses. NTIC’s research and development expenses decreased 8.6% and increased 4.~~$9~~% for the three and nine months ended May 31~~, ~~2025~~134,428 ~~respectively, compared to the same respective periods in fiscal 2024. These changes~~ were ~~primarily~~outstanding ~~due~~under ~~to continued investment in new product development in~~ the ~~first~~Credit ~~and~~Facility ~~second~~as ~~quarters~~ of ~~fiscal~~November ~~2025~~30, ~~which did not continue into the third quarter of fiscal~~ 2025. ~~since~~The ~~the~~Company ~~new~~was ~~product initiatives transitioned into commercialization~~ in ~~the~~compliance ~~third~~with ~~quarter~~all ofcovenants ~~fiscal~~under ~~2025 and~~ the ~~costs~~Credit ~~began~~Agreement toas ~~shift~~of ~~from~~November ~~research and development expenses to selling expenses~~30, ~~reflecting our advancement toward bringing these innovations to market~~2025.

~~Interest~~On ~~Income.~~December ~~NTIC’s interest income increased to $37~~17,~~821~~ ~~and $273~~2025,~~544~~ ~~during~~ the ~~three~~Company and ~~nine~~JPM ~~months~~renewed ~~ended~~the ~~May~~Company’s ~~31,~~Credit ~~2025,~~Agreement ~~respectively, compared~~ to ~~$23,744~~extend ~~and~~the ~~$99,396~~maturity ~~during~~date of the ~~three~~Credit ~~and~~Facility ~~nine~~from ~~months~~January ~~ended~~5, ~~May~~2026 ~~31,~~to ~~2024~~February 5, ~~respectively~~2027. ~~These~~All ~~increases~~other ~~were~~material ~~primarily~~terms ~~due~~of tothe ~~$181,529~~Credit inFacility ~~interest~~and ~~income~~the ~~earned~~Credit onAgreement aremain ~~delayed~~the ~~IRS~~same. ~~payment~~The ~~related~~principal toamount ~~Employee~~under ~~Retention~~the Credit ~~(ERC)~~Facility, ~~claims~~together ~~recognized~~with inall ~~the~~accrued ~~second~~unpaid ~~quarter~~interest ofand ~~fiscal~~other ~~2025,~~amounts asowing ~~described~~thereunder, inif ~~Note~~any, 16will tobe ~~NTIC’s~~payable ~~consolidated~~in ~~financial~~full ~~statements,~~on ~~and~~the ~~changes~~maturity indate unless the ~~invested~~Credit ~~cash~~Facility ~~balances~~is ~~and~~extended ~~rate~~or ofrenewed ~~return~~or atterminated ~~various subsidiaries~~earlier.

Interest Expense. NTIC’s interest expense increased to $162,096 and $421,471 during the three and nine months ended May 31, 2025, respectively, compared to $59,939 and $248,835 during the three and nine months ended May 31, 2024, respectively, primarily due to increased average outstanding borrowings during the current fiscal year periods.23

~~Other~~Borrowings ~~Income.~~under ~~NTIC~~the ~~recognized~~Credit $1Agreement bear interest at a floating rate,~~139~~ at the option of NTIC,~~756~~ inequal ~~other~~to ~~income~~either ~~during~~the CB Floating Rate or the ~~nine~~Adjusted ~~months~~SOFR ~~ended~~Rate. ~~May~~The ~~31,~~term ~~2025~~“CB ~~due~~Floating toRate” means the ~~receipt~~greater of anthe ~~ERC~~Prime ~~payment~~Rate in the United States or 2.50%. NoThe ~~other~~term ~~income~~“Adjusted ~~was~~SOFR ~~recognized~~Rate” ~~during~~means the ~~three~~term ~~months~~secured ~~ended~~overnight ~~May~~financing 31rate for either one, ~~2025~~three or ~~during~~six months (depending on the ~~prior~~interest ~~year~~period ~~periods~~selected by NTIC) plus 0.10% ~~The~~per ~~ERC~~annum. ~~income~~With ~~was~~respect ~~recognized~~to ~~upon~~any ~~receipt~~borrowings ofusing aan ~~cash~~Adjusted ~~payment~~SOFR inRate, ~~accordance~~there ~~with~~is an applicable ~~accounting~~margin ~~guidance~~of ~~and~~2.35% ~~was~~applied ~~claimed~~per ~~under~~annum. ~~the~~There ~~suspension~~is ~~test~~no ~~criteria,~~applicable asmargin ~~described~~with inrespect ~~Note~~to 16borrowings tousing ~~NTIC’s~~a ~~consolidated~~CB ~~financial~~Floating ~~statements~~Rate. The ~~ERC~~weighted ~~payment~~average isinterest arate ~~one-time~~was ~~event~~6.25% and ~~does~~7.07% ~~not~~for ~~represent~~the ~~recurring~~three ~~operational~~months ~~revenue~~ended November 30, 2025 and 2024.

~~Income~~To ~~Before~~secure ~~Income~~the ~~Tax~~Credit ~~Expense.~~Agreement, NTIC ~~had~~assigned ~~income~~to ~~before~~JPM ~~income~~a ~~tax~~continuing ~~expense~~security ofinterest ~~$742,912~~in ~~and~~all ~~$2,632,754~~of ~~for~~its ~~the~~right, ~~three~~title and ~~nine~~interest ~~months~~in ~~ended~~collateral ~~May~~made ~~31,~~up ~~2025,~~of ~~respectively, compared to $1,487,722 and $4,957,182 for~~ the ~~three~~assets ~~and~~of ~~nine months ended May 31, 2024, respectively~~NTIC.

~~Income~~The ~~Tax~~Credit ~~Expense.~~Agreement ~~Income~~contains ~~tax~~customary ~~expense~~affirmative ~~was~~and ~~$410~~negative covenants,~~461~~ including, among other matters, limitations on NTIC’s ability to incur additional debt, grant liens, engage in certain business operations and ~~$903~~transactions,~~529~~ ~~for~~make certain investments, modify its organizational documents or form any new subsidiaries, subject to certain exceptions. Further, the ~~three~~Credit ~~and~~Agreement ~~nine~~contains ~~months~~a ~~ended~~negative ~~May~~covenant 31that restricts the ability of NTIC to redeem or repurchase its common stock or pay dividends if the result of which would cause an event of default under the Credit Agreement. The Credit Agreement also requires the Company to maintain a Fixed Charge Coverage Ratio of at least 1.25 to 1.00. The term “Fixed Charge Coverage Ratio” means the ratio, ~~2025~~computed for NTIC on a consolidated basis, ~~respectively~~of net income plus income tax expense, ~~compared~~plus toamortization ~~$332~~expense,~~400~~ plus depreciation expense, plus interest expense, and ~~$848~~plus dividends received from joint ventures,~~391~~ ~~during~~minus ~~the~~unfinanced ~~three~~capital expenditures and ~~nine~~equity ~~months~~in ~~ended~~income ~~May~~from 31joint ventures, ~~2024~~all computed for the twelve month period then ending, ~~respectively.~~to ~~Income~~scheduled ~~tax~~principal ~~expense~~payments ~~was~~made, ~~calculated~~plus ~~based~~scheduled onfinance ~~management’s~~lease ~~estimate~~payments ofmade, ~~NTIC’s~~plus ~~annual~~interest ~~effective~~expense paid, plus income tax ~~rate~~expense paid, and plus cash distributions and dividends paid, all computed for the same twelve month period then ending.

~~NTIC~~The ~~considers~~Credit ~~the~~Agreement ~~earnings~~also ofcontains ~~certain~~customary ~~foreign~~events ~~joint~~of ~~ventures~~default, toincluding, bewithout ~~indefinitely~~limitation, ~~invested~~payment ~~outside~~defaults, ~~the~~material ~~United~~inaccuracy ~~States on the basis~~ of ~~estimates~~representations ~~that~~and ~~NTIC’s~~warranties, ~~future~~covenant ~~domestic~~defaults, ~~cash~~bankruptcy ~~generation~~and ~~will~~insolvency beproceedings, ~~sufficient~~cross-defaults to ~~meet~~certain ~~future~~other ~~domestic~~agreements, ~~cash~~breach ~~needs.~~of Asany afinancial ~~result,~~covenant ~~U.S. income~~ and ~~foreign~~change ~~withholding~~of ~~taxes~~control. ~~have~~Upon ~~not~~the ~~been~~occurrence ~~recognized~~and onduring the ~~cumulative~~continuance ~~undistributed earnings~~ of ~~$24,096,958~~any ~~and~~event ~~$23,465,685 as~~ of ~~May 31~~default, ~~2025~~JPM ~~and~~may ~~August~~accelerate ~~31, 2024, respectively. To~~ the ~~extent~~payment ~~undistributed earnings~~ of ~~NTIC’s joint ventures are distributed in~~ the ~~future,~~obligations ~~they~~thereunder ~~are~~and ~~not~~exercise ~~expected~~various toother ~~result~~customary indefault ~~any material additional income tax liability after the application of foreign tax credits~~remedies.

23Other Credit Arrangements. On each of April 22, 2025 and May 29, 2025, NTIC’s wholly owned subsidiary in China, NTIC China, entered into a loan agreement with China Construction Bank Corporation. Each term loan provided NTIC China with a RMB 10,000,000 (USD $1.41 million). The term loans mature in April 2026 and May 2026, respectively, unless extended. It is anticipated that each term loan will be extended for an additional one-year period. The term loan that matures in April 2026 has an annual interest rate of 2.75% with interest due monthly, and the term loan that matures in May 2026 has an annual interest rate of 2.96% with interest due monthly. Both term loans are secured by an office building owned by NTIC China and the loan agreements contain certain financial and other covenants. NTIC was in compliance with the covenants as of November 30, 2025. The outstanding balance as of November 30, 2025 for both term loans is a total of USD $2,826,615.

~~Net~~On ~~Income~~August ~~Attributable~~30, to2025, NTIC’s majority owned subsidiary in India, Natur-Tec India, entered into a Foreign Currency Term Loan Agreement with IDFC FIRST Bank Limited (the Bank). ~~Net~~The ~~income~~term ~~attributable~~loan toprovides ~~NTIC~~Natur-Tec ~~decreased~~India towith a facility of INR 500 lakhs (USD $~~121~~600,~~775,~~000) orto ~~$0.01~~finance ~~per~~the ~~diluted~~purchase ~~common~~of ~~share~~land in Chennai, ~~for~~India. ~~the~~The ~~three~~loan ~~months~~was ~~ended~~disbursed ~~May~~on 31August 30, 2025 for INR 461 lakhs (USD $522,545) ~~compared~~and is repayable in 85 monthly installments to a US dollar account of USD $~~976~~7,~~604~~899 each beginning October 5, or2025 ~~$0.10~~and ~~per~~continuing ~~diluted~~through ~~common~~September ~~share~~5, ~~for~~2032. ~~the~~Borrowings ~~three~~bear ~~months~~interest ~~ended~~at ~~May~~a ~~31,~~fixed ~~2024~~rate of 6.45% ~~Net~~per ~~income~~annum. ~~attributable~~The toloan ~~NTIC~~is ~~decreased~~secured toby a lien over Natur-Tec India’s cash deposits with the Bank totaling INR 476 lakhs (USD $1539,~~117~~731),~~185,~~ orand ~~$0.12~~the ~~per~~related ~~diluted~~land ~~common~~purchase ~~share,~~is ~~for~~expected ~~the~~to ~~nine~~be ~~months~~registered ~~ended~~in ~~May~~late ~~31,~~November 2025,. ~~compared~~The tooutstanding 3balance as of November 30,~~573,294,~~ or2025 ~~$0.36~~was ~~per~~INR ~~diluted~~452.6 ~~common~~lakhs ~~share~~(USD $506,461), ~~for~~of ~~the~~which ~~nine~~INR ~~months~~54.2 ~~ended~~lakhs ~~May~~(USD 31$60,695) ~~2024~~was classified as current and INR 398.4 ~~These~~lakhs ~~decreases~~(USD ~~were~~$445,766) ~~primarily~~as ~~due~~long-term. toThe ~~the~~term ~~increases~~loan incontains ~~operating~~customary ~~expenses~~affirmative and ~~decreases~~negative incovenants ~~income~~applicable ~~from~~to ~~our~~Natur-Tec ~~joint~~India, ~~venture~~including, ~~operations~~among other matters, ~~and~~restrictions ~~were~~on ~~partially~~incurring ~~offset~~additional byindebtedness, creating liens, or changing the ~~one~~nature of its business. Natur-~~time~~Tec ~~ERC~~India ~~payment~~was in compliance with all covenants as of November 30, 2025.

NTIC anticipates that its earnings will continue to be adversely affected to some extent by inflation and worldwide supply chain disruptions, among other factors. Additionally, NTIC anticipates that its quarterly net income will continue to remain subject to significant volatility primarily due to the financial performance of its subsidiaries and joint ventures, sales of its ZERUST® products and services into the oil and gas industry, and sales of its Natur-Tec® bioplastics products, which sales fluctuate more on a quarterly basis than the traditional ZERUST® business.24

~~Other~~Uses ~~Comprehensive~~of ~~Income~~Cash –and ~~Foreign~~Cash ~~Currency~~Flow. ~~Translations~~Net ~~Adjustment.~~cash ~~The~~provided ~~changes~~by inoperating activities during the ~~foreign~~three ~~currency~~months ~~translations~~ended ~~adjustment~~November 30, ~~were~~2025 ~~due~~was to$341,908 ~~the~~which ~~fluctuation~~resulted ofprincipally ~~the~~from ~~U.S.~~NTIC’s ~~dollar~~net ~~compared~~income, toan ~~the~~increase ~~Euro~~in accounts payable, dividends received from joint ventures, depreciation and ~~other~~amortization ~~foreign~~expense, ~~currencies~~and stock-based compensation, and was partially offset by equity in income from joint ventures, and decreases in accounts receivable, income taxes, inventory and prepaid expenses. Net cash provided by operating activities during the three months ended November 30, 2024 was $2,395,066, which resulted principally from decreases in trade receivables and ~~nine~~technical ~~months~~fee ~~ended~~receivables, ~~May~~NTIC’s 31net income, ~~2025~~increases ~~compared~~in toaccounts ~~the~~payable, ~~same~~depreciation ~~respective~~and ~~periods~~amortization expense, and stock-based compensation, and was partially offset by equity in ~~fiscal~~income ~~2024~~from joint ventures and increases in inventory and prepaid expenses.

~~Liquidity~~NTIC’s cash flows from operations are impacted by significant changes in certain components of NTIC’s working capital, including inventory turnover and ~~Capital~~changes ~~Resources~~in receivables and payables. NTIC considers internal and external factors when assessing the use of its available working capital, specifically when determining inventory levels and credit terms of customers. Key internal factors include existing inventory levels, stock reorder points, customer forecasts and customer requested payment terms. Key external factors include the availability of primary raw materials and sub-contractor production lead times. NTIC’s typical contractual terms for trade receivables, excluding joint ventures, are traditionally 30 days and 90 days for trade receivables from its joint ventures. Before extending unsecured credit to customers, excluding NTIC’s joint ventures, NTIC reviews customers’ credit histories and will establish an allowance for uncollectible accounts based upon factors surrounding the credit risk of specific customers and other information. Accounts receivable over 30 days are considered past due for most customers. NTIC does not accrue interest on past due accounts receivable. If accounts receivables in excess of the provided allowance are determined uncollectible, they are charged to selling expense in the period that the determination is made. Accounts receivable are deemed uncollectible based on NTIC exhausting reasonable efforts to collect. NTIC’s typical contractual terms for receivables for services provided to its joint ventures are 90 days. NTIC records receivables for services provided to its joint ventures on an accrual basis, unless circumstances exist that make the collection of the balance uncertain, in which case the fee income will be recorded on a cash basis until there is consistency in payments. This determination is handled on a case-by-case basis.

~~Sources of Cash and Working Capital.~~ NTIC’s ~~working~~experienced ~~capital,~~a ~~defined~~decrease asin ~~current~~trade ~~assets~~receivables ~~less~~and ~~current~~an ~~liabilities,~~increase ~~was~~in ~~$21,661,715~~inventory as of ~~May~~November 3130, 2025, ~~including~~compared ~~$6,773,401~~to inAugust ~~cash and cash equivalents~~31, ~~$7,369,949~~2025. ~~outstanding~~Trade ~~under~~receivables ~~NTIC’s~~as ~~line~~ of ~~credit~~November 30, ~~and~~2025 decreased $2241,~~778,125~~153 ~~outstanding under NTIC China’s term loans,~~ compared to ~~$23,682,276 as of~~ August 31, ~~2024~~2025, ~~including~~primarily ~~$4,952,184~~related into ~~cash~~timing ~~and~~differences ~~cash equivalents, $4,291,608 outstanding under NTIC’s line~~ of ~~credit,~~sales and ~~$2,820,835 outstanding under NTIC China’s term loans~~collections.

~~NTIC~~Outstanding ~~believes~~trade ~~that~~receivables aincreased ~~combination~~by ofan ~~its~~average ~~existing~~of ~~cash~~2 ~~and~~days ~~cash~~to ~~equivalents,~~an ~~available~~average ~~for~~of ~~sale~~78 ~~securities,~~days ~~forecasted~~from ~~cash~~balances ~~flows~~outstanding from ~~future~~these ~~operations,~~customers ~~anticipated~~as ~~distributions~~ of ~~earnings,~~November ~~anticipated fees to NTIC for services provided to its joint ventures~~30, and funds available through existing or anticipated financing arrangements will be adequate to fund its existing operations, investments in new or existing joint ventures or subsidiaries, capital expenditures, debt repayments, cash dividends, and any stock repurchases for at least the next 12 months. During the remainder of fiscal 2025, ~~NTIC~~from ~~expects~~an toaverage ~~continue to invest through its use~~ of ~~working~~76 ~~capital~~days inas ~~Zerust India, NTIC China, NTI Europe, its joint ventures, research and development, marketing efforts, resources for the application~~ of ~~its~~August ~~corrosion prevention technology in the oil and gas industry~~31, ~~and its Natur-Tec® bio-plastics business, although the amounts of these various investments are not known at this time~~2025.

~~NTIC~~Outstanding ~~also~~receivables ~~expects~~for toservices ~~use~~provided ~~some of its capital resources~~ to ~~acquire~~joint ~~the~~ventures ~~remaining~~as ~~ownership interests~~ of ~~joint~~November ~~ventures~~30, ~~not~~2025 ~~owned~~decreased by$44,067 ~~NTIC~~compared asto ~~they~~August ~~become~~31, ~~available~~2025, ~~or appropriate~~ and ~~for~~ the ~~formation~~average ofdays ~~one or more new subsidiaries~~ to ~~assume~~pay ~~the~~increased ~~operations~~an average of a15 ~~joint~~days ~~venture.~~to ~~Some~~an average of ~~these~~88 ~~joint~~days ~~venture~~from ~~transitions~~an ~~may~~average ~~materially~~of ~~impact~~73 ~~NTIC’s~~days ~~results~~as of ~~operations~~August ~~for~~31, ~~a particular reporting period~~2025.

~~NTIC~~Net ~~traditionally~~cash ~~has~~ used ~~the~~in ~~cash~~investing ~~generated~~activities ~~from its operations, distributions of earnings from joint ventures and fees~~ for ~~services~~the ~~provided~~three tomonths ~~its~~ended ~~joint~~November ~~ventures~~30, to2025 ~~fund~~was ~~NTIC’s~~$821,624, ~~new~~which ~~technology~~was ~~investments~~primarily ~~and~~the ~~capital~~result ~~contributions~~of tothe ~~new~~purchases ~~and~~of ~~existing~~property ~~subsidiaries~~ and ~~joint ventures~~equipment. ~~NTIC’s~~Net ~~joint~~cash ~~ventures~~used ~~traditionally~~in ~~have~~investing ~~operated~~activities ~~with~~for ~~little~~the orthree nomonths ~~debt~~ended ~~and~~November ~~have~~30, ~~been~~2024 ~~self-financed~~was ~~with~~$1,258,336, ~~minimal~~which ~~initial~~was ~~capital~~primarily ~~investment~~the ~~and~~result ~~minimal~~of ~~additional~~the ~~capital~~purchases ~~investment~~of ~~from~~property ~~their~~and ~~respective owners. Therefore~~equipment, ~~NTIC~~and ~~believes~~investments ~~there~~in ~~is limited exposure by NTIC’s joint ventures that could materially impact their respective operations and/or liquidity~~patents.

InNet ~~order~~cash toused ~~take~~in ~~advantage~~financing ofactivities ~~new~~for ~~product~~the ~~and~~three ~~market~~months ~~opportunities~~ended toNovember ~~expand~~30, ~~its~~2025 ~~business~~was ~~and~~$383,751, ~~increase~~which ~~its~~resulted ~~revenues~~from ~~and~~repayments ~~assist~~under ~~with~~the ~~joint~~line ~~venture~~of ~~transitions~~credit, ~~NTIC~~dividends ~~may~~paid ~~decide~~ to ~~finance~~shareholders, ~~such~~and ~~opportunities~~dividends received by ~~additional~~non-controlling interests, partially offset by borrowings under ~~its~~the ~~revolving~~ line of credit orand ~~raising~~proceeds ~~additional~~from ~~financing~~NTIC’s ~~through~~employee ~~the~~stock ~~issuance~~purchase ofplan. ~~debt~~Net orcash ~~equity~~used ~~securities.~~in ~~There~~financing isactivities nofor ~~assurance~~the ~~that~~three ~~any~~months ~~financing~~ended ~~transaction~~November ~~will~~30, be2024 ~~available~~was on$393,341, ~~terms~~which ~~acceptable~~resulted tofrom ~~NTIC~~dividends orpaid atto ~~all~~shareholders, orpartially ~~that~~offset ~~any~~by ~~financing~~borrowings ~~transaction~~under ~~will~~the ~~not~~line beof ~~dilutive~~credit toand proceeds from NTIC’s ~~current~~employee ~~stockholders~~stock purchase plan.

2425

~~Credit~~Share ~~Agreement~~Repurchase ~~with~~Plan. ~~JPMorgan~~On ~~Chase~~January ~~Bank~~15, ~~N.A.~~2015, OnNTIC’s ~~January~~Board 6,of ~~2023~~Directors authorized the repurchase of up to $3,000,000 in shares of NTIC ~~entered~~common ~~into~~stock athrough ~~Credit~~open ~~Agreement~~market ~~(the~~purchases ~~Credit~~or ~~Agreement)~~unsolicited ~~with~~or ~~JPMorgan~~solicited ~~Chase~~privately ~~Bank,~~negotiated Ntransactions.A. ~~(JPM),~~This ~~which~~program ~~provided~~has ~~NTIC~~no ~~with~~expiration adate ~~senior~~but ~~secured~~may ~~revolving~~be ~~line~~terminated by NTIC’s Board of ~~credit~~Directors ~~(the~~at ~~Credit~~any ~~Facility)~~time. As of November 30, 2025, up to $~~10.0 million~~2,640,548 ~~and~~in ~~replaced~~shares of NTIC’s ~~prior~~common ~~loan~~stock ~~agreement.~~remained ~~The~~available ~~Credit~~for ~~Facility~~repurchase ~~included~~under aNTIC’s $5stock repurchase program.0 ~~million~~No ~~sublimit~~repurchases ~~for~~occurred ~~standby~~during ~~letters~~the ofthree ~~credit~~months ended November 30, 2025.

Cash Dividends. On ~~January~~October 615, 2025, ~~NTIC~~the ~~and~~Company’s ~~JPM~~Board ~~entered~~of ~~into~~Directors andeclared ~~amendment~~a tocash ~~the~~dividend ~~Credit~~of ~~Agreement~~$0.01 toper ~~extend~~share of the ~~maturity~~Company’s ~~date~~common ofstock, ~~the~~payable ~~Credit~~on ~~Facility~~November ~~from~~12, ~~January~~2025 6to stockholders of record on October 29, 2025. toOn ~~January~~October 516, ~~2026~~2024, ~~reduce~~ the ~~availability~~Company’s ~~under~~Board ~~the~~of ~~Credit~~Directors ~~Facility~~declared ~~from~~a ~~$10.0~~cash ~~million~~dividend toof $8.0.07 ~~million,~~per ~~and~~share ~~increase~~of the ~~applicable~~Company’s ~~margin~~common ~~for~~stock, ~~Adjusted~~payable ~~SOFR~~on ~~Rate~~November ~~(as~~13, ~~defined~~2024 ~~below)~~to ~~advances~~stockholders ~~from~~of ~~2.15%~~record toon ~~2.35%.~~October ~~On July 8~~30, ~~2025,~~2024. ~~NTIC~~The ~~and~~declaration ~~JPM~~of ~~entered~~future ~~into~~dividends anis ~~amendment~~not toguaranteed ~~the~~and ~~Credit~~will ~~Agreement~~be todetermined ~~increase~~by ~~the~~NTIC’s ~~availability~~Board ~~under~~of ~~the~~Directors ~~Credit~~in ~~Facility~~light ~~from~~of ~~$8.0~~conditions ~~million~~then toexisting, ~~$10.0~~including ~~million.~~NTIC’s ~~All~~earnings, ~~other~~financial ~~material~~condition, ~~terms~~cash ofrequirements, ~~the~~restrictions ~~Credit~~in ~~Facility~~financial ~~and~~agreements, ~~the~~business ~~Credit~~conductions ~~Agreement~~and ~~remain~~other ~~the same~~factors.

~~Borrowings~~Capital ofExpenditures and Commitments. NTIC spent $7821,~~369,949~~624 ~~were~~on ~~outstanding~~capital ~~under~~expenditures during the ~~Credit~~three ~~Facility~~months asended ofNovember ~~May 31~~30, 2025, which related primarily to investments in land at a planned new facility for Natur Tec India in Chenai, India. NTIC ~~was~~expects into ~~compliance~~spend ~~with~~an ~~all~~aggregate ~~covenants~~of ~~under~~approximately ~~the~~$2,000,000 ~~Credit~~to ~~Agreement~~$2,500,000 ason capital expenditures during fiscal 2026, which it expects will relate primarily to construction of ~~May~~new 31buildings and warehouses in India and Brazil, ~~2025~~as well as the purchase of new equipment and facility improvements in the United States.

~~The~~Inflation ~~principal amount under the Credit Facility, together with all accrued unpaid interest~~ and other amounts owing thereunder, if any, will be payable in full on the January 5, 2026 maturity date, unless the Credit Facility is extended or renewed or terminated earlier. It is anticipated that the Credit Facility will be renewed each year for one additional year for the immediate foreseeable future.Seasonality

~~Borrowings~~Inflation under the Credit Agreement bear interest at a floating rate, at the option of NTIC, equal to either the CB Floating Rate or the Adjusted SOFR Rate. The term “CB Floating Rate” means the greater of the Prime Rate in the United States orand ~~2.50%.~~abroad ~~The~~historically ~~term~~has ~~“Adjusted~~had ~~SOFR~~minimal ~~Rate”~~effect ~~means~~on ~~the~~NTIC ~~term~~and ~~secured~~did ~~overnight~~not ~~financing~~adversely ~~rate~~affect ~~for~~NTIC’s ~~either~~gross ~~one,~~margins ~~three~~during ~~or six months (depending on~~ the ~~interest~~first ~~period~~quarter ~~selected~~of byfiscal ~~NTIC) plus 0~~2026.~~10%~~ ~~per~~NTIC ~~annum.~~believes ~~With respect to any borrowings using an Adjusted SOFR Rate,~~ there is ansome ~~applicable~~seasonality ~~margin~~in ofits 2business.~~15%~~ ~~applied~~NTIC ~~per~~anticipates ~~annum.~~its ~~There~~net issales noin ~~applicable~~the ~~margin~~second ~~with~~fiscal ~~respect~~quarter tomay ~~borrowings~~be ~~using~~adversely aaffected CBby ~~Floating~~the ~~Rate.~~long ~~The~~Chinese ~~weighted~~New ~~average~~Year, ~~interest~~the ~~rate~~North ~~was~~American ~~6.65%~~holiday season and ~~7.44%~~overall ~~for~~less ~~the~~corrosion ~~nine~~taking ~~months~~place ~~ended~~at ~~May~~lower ~~31,~~winter ~~2025~~temperatures ~~and 2024, respectively~~worldwide.

ToMarket ~~secure the Credit Agreement, NTIC assigned to JPM a continuing security interest in all of its right, title and interest in collateral made up of the assets of NTIC.~~Risk

~~The Credit Agreement contains customary affirmative and negative covenants, including, among other matters, limitations on~~ NTIC’s ~~ability~~is toexposed ~~incur additional debt, grant liens, engage in certain business operations and transactions, make certain investments, modify its organizational documents or form any new subsidiaries, subject~~ to ~~certain~~some ~~exceptions.~~market ~~Further,~~risk ~~the~~stemming Credit Agreement contains a negative covenant that restricts the ability of NTIC to redeem or repurchase its common stock or pay dividends if the result of which would cause an event of default under the Credit Agreement. The Credit Agreement also requires the Company to maintain a Fixed Charge Coverage Ratio of at least 1.25 to 1.00. The term “Fixed Charge Coverage Ratio” means the ratio, computed for NTIC on a consolidated basis, of net income plus income tax expense, plus amortization expense, plus depreciation expense, plus interest expense, and plus dividends received from ~~joint~~changes ~~ventures, minus unfinanced capital expenditures and equity~~ in ~~income~~foreign ~~from~~currency ~~joint~~exchange ~~ventures~~rates, ~~all~~commodity ~~computed~~prices ~~for~~and ~~the twelve month period then ending, to scheduled principal payments made, plus scheduled finance lease payments made, plus~~ interest ~~expense paid, plus income tax expense paid, and plus cash distributions and dividends paid, all computed for the same twelve month period then ending~~rates.

25Because the functional currency of NTIC’s foreign operations and investments in its foreign joint ventures is the applicable local currency, NTIC is exposed to foreign currency exchange rate risk arising from transactions in the normal course of business. NTIC’s principal exchange rate exposure is with the Euro, the Japanese Yen, the Indian Rupee, the Chinese Renminbi, the South Korean Won, and the English Pound against the U.S. Dollar. NTIC’s fees for services provided to joint ventures and dividend distributions from these foreign entities are paid in foreign currencies and, thus, fluctuations in foreign currency exchange rates could result in declines in NTIC’s reported net income. Since NTIC’s investments in its joint ventures are accounted for using the equity method, any changes in foreign currency exchange rates would be reflected as a foreign currency translation adjustment and would not change NTIC’s equity in income from joint ventures reflected in its consolidated statements of operations. NTIC does not hedge against its foreign currency exchange rate risk.

~~The~~Some ~~Credit~~raw ~~Agreement~~materials ~~also~~used ~~contains~~in ~~customary~~NTIC’s ~~events~~products ofare ~~default,~~exposed ~~including, without limitation, payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency proceedings, cross-defaults~~ to ~~certain~~commodity ~~other~~price ~~agreements, breach of any financial covenant and change of control~~changes. ~~Upon~~The ~~the~~primary ~~occurrence~~commodity ~~and~~price ~~during~~exposures ~~the~~are ~~continuance~~with ofa ~~any~~variety ~~event~~ of ~~default,~~plastic ~~JPM may accelerate the payment of the obligations thereunder~~ and ~~exercise~~bioplastic ~~various other customary default remedies~~resins.

Other Credit Arrangements. On each of April 22, 2025 and May 29, 2025, NTIC’s wholly owned subsidiary in China, NTIC China, entered into a loan agreement with China Construction Bank Corporation. Each term loan provided NTIC China with a RMB 10,000,000 (USD $1.39 million). The term loans mature in April 2026 and May 2026, respectively, unless extended. The term loan that matures in April 2026 has an annual interest rate of 2.75% with interest due monthly, and the term loan that matures in May 2026 has an annual interest rate of 2.96% with interest due monthly. Both term loans are secured by an office building owned by NTIC China and the loan agreements contain certain financial and other covenants. NTIC was in compliance with the covenants as of May 31, 2025. The outstanding balance for both term loans was USD $2,778,125 as of May 31, 2025 and USD $2,820,835 as of August 31, 2024.26

~~Uses~~Any ofoutstanding ~~Cash~~advances ~~and~~under ~~Cash Flow. Net cash provided by operating activities during the nine months ended May 31, 2025 was $3,808,450, which resulted principally from~~ NTIC’s ~~net~~Credit ~~income,~~Facility ~~trade~~with ~~receivables,~~JPM ~~dividends~~bear ~~received~~interest ~~from~~at ~~joint~~a ~~ventures,~~floating ~~and stock-based compensation~~rate, ~~and~~at ~~was~~the ~~partially~~option ~~offset~~of byNTIC, ~~equity~~equal into ~~income~~either ~~from~~the ~~joint~~CB ~~ventures.~~Floating ~~Net~~Rate ~~cash~~or ~~provided by operating activities during~~ the ~~nine~~Adjusted ~~months~~SOFR ~~ended May 31~~Rate, ~~2024~~as ~~was~~defined ~~$7,583,905,~~above. ~~which~~Borrowings ~~resulted~~of ~~principally from NTIC’s net income~~$9, ~~dividends received from joint ventures~~134,428 ~~dividend~~were ~~receivables~~outstanding ~~from~~under ~~joint~~the ~~ventures,~~Credit ~~depreciation~~Facility ~~and~~as ~~amortization~~of ~~expense,~~November ~~and stock-based compensation~~30, ~~and was partially offset by equity in income from joint ventures~~2025.

~~NTIC’s~~Both ~~cash~~term ~~flows~~loans ~~from~~undertaken ~~operations are impacted~~ by ~~significant changes in certain components of~~ NTIC’s ~~working~~China ~~capital,~~with ~~including~~China ~~inventory~~Construction ~~turnover~~Bank ~~and~~Corporation ~~changes~~have in receivables and payables. NTIC considers internal and external factors when assessing the use of its available working capital, specifically when determining inventory levels and credit terms of customers. Key internal factors include existing inventory levels, stock reorder points, customer forecasts and customer requested payment terms. Key external factors include the availability of primary raw materials and sub-contractor production lead times. NTIC’s typical contractual terms for trade receivables, excluding joint ventures, are traditionally 30 days and 90 days for trade receivables from its joint ventures. Before extending unsecured credit to customers, excluding NTIC’s joint ventures, NTIC reviews customers’ credit histories and will establish an ~~allowance~~annual ~~for~~interest ~~uncollectible~~rate ~~accounts based upon factors surrounding the credit risk~~ of ~~specific customers and other information~~3.25% ~~Accounts~~with ~~receivable over 30 days are considered past due for most customers. NTIC does not accrue~~ interest ~~on past~~ due ~~accounts receivable~~monthly. IfThe ~~accounts~~current ~~receivables~~outstanding inbalance ~~excess~~as of ~~the~~November ~~provided allowance are determined uncollectible~~30, ~~they~~2025 ~~are~~for ~~charged~~both toterm ~~selling~~loans ~~expense in the period that the determination~~ is ~~made.~~a ~~Accounts~~total receivable are deemed uncollectible based on NTIC exhausting reasonable efforts to collect. NTIC’s typical contractual terms for receivables for services provided to its joint ventures are 90 days. NTIC records receivables for services provided to its joint ventures on an accrual basis, unless circumstances exist that make the collection of ~~the~~USD ~~balance uncertain~~$2, ~~in which case the fee income will be recorded on a cash basis until there is consistency in payments~~826,615. ~~This determination is handled on a case-by-case basis.~~

~~NTIC~~The ~~experienced~~Foreign aCurrency ~~decrease~~Term inLoan ~~trade~~taken ~~receivables~~out aswith ofIDFC ~~May~~FIRST ~~31,~~Bank ~~2025,~~Limited ~~compared~~(the toBank) ~~August 31,~~has ~~2024.~~an ~~Trade~~interest ~~receivables,~~at ~~excluding~~a ~~joint~~fixed ~~ventures~~rate as of ~~May~~6.45% ~~31,~~per ~~2025~~annum. ~~decreased~~The ~~$2,575,562,~~current ~~compared~~outstanding tobalance ~~August~~as ~~31,~~of ~~2024~~November 30, ~~primarily~~2025 ~~related~~was toINR ~~timing~~452.6 ~~differences~~lakhs of(USD ~~sales~~$506,461).

~~Outstanding~~Critical ~~trade~~Accounting ~~receivables~~Policies ~~decreased~~and ~~an average of 4 days to an average of 71 days from balances outstanding from these customers as of May 31, 2025 from an average of 75 days as of August 31, 2024.~~Estimates

~~Outstanding~~There ~~receivables~~have ~~for~~been ~~services~~no ~~provided~~material changes to ~~joint~~NTIC’s ~~ventures~~critical asaccounting ofpolicies ~~May~~and ~~31,~~estimates ~~2025~~from ~~decreased~~the ~~$121,670~~information ~~compared~~provided toin ~~August~~“Part ~~31,~~II. ~~2024~~Item 7, ~~and~~Management’s ~~the~~Discussion ~~average~~and ~~days~~Analysis toof ~~pay~~Financial ~~increased~~Condition anand ~~average~~Results of 3Operations—Critical ~~days~~Accounting toPolicies anand ~~average~~Estimates” ofincluded 79in ~~days~~NTIC’s ~~from~~annual anreport ~~average~~on ofForm 7610-K ~~days~~for asthe offiscal year ended August 31, ~~2024~~2025.

~~Net~~Recent ~~cash~~Accounting used in investing activities for the nine months ended May 31, 2025 was $3,378,123, which was primarily the result of the investments in intangible assets and purchases of property and equipment. Net cash used in investing activities for the nine months ended May 31, 2024 was $2,601,176, which was primarily the result of the purchases of property and equipment and investments in patents.Pronouncements

26See Note 3 to NTIC’s consolidated financial statements for a discussion of recent accounting pronouncements.

Net cash provided by financing activities for the nine months ended May 31, 2025 was $1,459,221, which resulted from net payments under the line of credit and proceeds from NTIC’s employee stock purchase plan, and was partially offset by dividends paid to shareholders and dividends received by nonForward-~~controlling~~Looking interest. Net cash used in financing activities for the nine months ended May 31, 2024 was $4,587,474, which resulted from dividends paid to shareholders, the repayment of borrowings under the line of credit, and dividends received by non-controlling interest, and was partially offset by proceeds from NTIC’s employee stock purchase plan.Statements

~~Share~~This ~~Repurchase~~quarterly ~~Plan.~~report Onon ~~January~~Form ~~15,~~10-Q ~~2015~~contains not only historical information, ~~NTIC’s~~but ~~Board~~also forward-looking statements within the meaning of ~~Directors~~Section ~~authorized~~27A of the ~~repurchase~~Securities Act of up1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to $3the safe harbor created by those sections. In addition,~~000~~ NTIC or others on NTIC’s behalf may make forward-looking statements from time to time in oral presentations,~~000~~ including telephone conferences and/or web casts open to the public, in ~~shares~~press releases or reports, on NTIC’s Internet web site, or otherwise. All statements other than statements of historical facts included in this report or expressed by NTIC ~~common~~orally ~~stock~~from ~~through~~time ~~open~~to ~~market~~time ~~purchases~~that address activities, events, or ~~unsolicited~~developments that NTIC expects, believes, or ~~solicited~~anticipates ~~privately~~will ~~negotiated~~or ~~transactions.~~may ~~This~~occur ~~program~~in ~~has~~the nofuture ~~expiration~~are ~~date~~forward-looking ~~but~~statements, ~~may~~including, bein ~~terminated~~particular, bythe statements about NTIC’s ~~Board~~plans, objectives, strategies, and prospects regarding, among other things, NTIC’s financial condition, results of ~~Directors~~operations atand ~~any~~business, ~~time~~and the outcome of contingencies, such as legal proceedings. AsNTIC has identified some of ~~May 31~~these forward-looking statements in this report with words like “believe,” ~~2025~~“can,” up“may,” to“could,” $2“would,~~640~~” “might,~~548~~” in“forecast,” ~~shares~~“possible,” “potential,” “project,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” “approximate,” “outlook,” or “continue” or the negative of ~~NTIC~~these ~~common~~words ~~stock~~or ~~remained~~other ~~available~~words ~~for~~and ~~repurchase~~terms ~~under~~of similar meaning. The use of future dates is also an indication of a forward-looking statement. Forward-looking statements may be contained in the notes to NTIC’s ~~stock~~consolidated ~~repurchase~~financial ~~program.~~statements Noand ~~repurchases~~elsewhere ~~occurred~~in ~~during~~this report, including under the ~~nine~~heading ~~months~~“Management’s ~~ended~~Discussion ~~May~~and ~~31,~~Analysis ~~2025~~of Financial Condition and Results of Operations.”

~~Cash~~Forward-looking ~~Dividends~~statements are based on current expectations about future events affecting NTIC and are subject to uncertainties and factors that affect all businesses operating in a global market as well as matters specific to NTIC. ~~During~~These ~~the~~uncertainties ~~nine~~and ~~months~~factors ~~ended~~are ~~May~~difficult ~~31,~~to ~~2025~~predict, ~~NTIC’s~~and ~~Board~~many of ~~Directors~~them ~~declared~~are ~~cash~~beyond ~~dividends~~NTIC’s oncontrol. ~~the~~The following ~~dates~~are insome of the ~~following~~uncertainties ~~amounts~~and factors known to ~~the~~us ~~following~~that ~~holders~~could ofcause NTIC’s ~~common~~actual ~~stock~~results to differ materially from what NTIC has anticipated in its forward-looking statements:

Declaration Date	Amount		Record Date	Payable Date
October 16, 2024	$	0.07	October 30, 2024	November 13, 2024
January 15, 2025	$	0.07	January 29, 2025	February 12, 2025
April 16, 2025	$	0.01	April 30, 2025	May 14, 2025

~~During~~● ~~the~~The ~~nine~~effect ~~months~~of ~~ended~~changes ~~May~~to 31trade regulation, ~~2024~~quotas, ~~NTIC’s~~duties, ~~Board~~or oftariffs, ~~Directors~~caused ~~declared~~by ~~cash dividends on~~ the ~~following~~changing ~~dates~~U.S. inand ~~the~~geopolitical ~~following~~environments ~~amounts~~or ~~to the following holders of NTIC’s common stock:~~otherwise;

Declaration Date	Amount		Record Date	Payable Date
October 18, 2023	$	0.07	November 1, 2023	November 15, 2023
January 17, 2024	$	0.07	January 31, 2024	February 14, 2024
April 17, 2024	$	0.07	May 1, 2024	May 15, 2024

●

The effect of current worldwide economic conditions, including in particular in the United States, Europe, India and China, and in the automotive industry, and the effect of inflation, recessionary indicators and any turmoil and disruption in the global credit, financial and banking markets or the perception of adverse conditions on NTIC’s business and the business of NTIC’s customers, suppliers, vendors and other third parties with whom NTIC conducts business;

● The ~~declaration~~effect of ~~future~~slowdowns ~~dividends~~within isthe ~~not~~automotive ~~guaranteed~~industry and ~~will~~decreased beexports ~~determined~~of byautomotive ~~NTIC’s~~products ~~Board~~resulting offrom ~~Directors~~tariffs inbetween ~~light~~the ofU.S. ~~conditions~~and ~~then~~both ~~existing,~~Mexico ~~including~~and Canada on NTIC’s ~~earnings, financial condition, cash requirements, restrictions in financing agreements,~~ business ~~conditions,~~ and ~~other~~the ~~factors.~~evolution ~~On April 10, 2025, NTIC announced that it had determined to temporarily adjust its quarterly dividend to $0.01 per share effective with its fiscal 2025 third quarter dividend in light~~ of the ~~current~~automotive ~~global~~industry ~~environment.~~towards electric vehicles;

~~Capital~~● ~~Expenditures~~The ~~and~~effect Commitments. NTIC spent $3,398,123 on capital expenditures during the nine months ended May 31, 2025, which related primarily to facility improvements to the warehouse facility NTIC purchased during fiscal 2023 and the installation of aworldwide ~~new~~disruption ~~Enterprise~~in ~~Resource~~supply ~~Planning~~chains ~~(ERP)~~on ~~software system and associated equipment.~~ NTIC’s ~~expects to spend an aggregate of approximately $200~~business,~~000~~ tooperating ~~$300,000~~results ~~on capital expenditures during the remainder of fiscal 2025, which it expects will relate primarily to final implementation of the ERP software~~ and ~~the~~financial ~~purchase of new equipment and facility improvements.~~condition;

~~Inflation~~● The effect of disruptions to distribution channels for NTIC’s products and ~~Seasonality~~disruptions to our customers, suppliers and subcontractors, as well as the global economy and financial markets;

~~Inflation~~● inThe effects of the ~~United~~ongoing ~~States~~war between Russia and ~~abroad~~Ukraine ~~historically~~and ~~has~~sanctions ~~had~~against ~~minimal~~Russia ~~effect~~by U.S. and European governments on ~~NTIC~~energy ~~and~~prices, ~~did~~which ~~not~~have adversely ~~affect~~affected ~~NTIC’s~~our ~~gross~~joint venture sales, and on commodity price fluctuations, which have decreased our margins ~~during~~and the ~~first~~margins ~~nine~~of ~~months~~our joint ventures and resulted in decreased joint venture profitability, which will likely continue through the end of fiscal ~~2025.~~2026;

27● NTIC’s operations in China and the risks associated therewith, including trade or other issues that may result from increasing tensions between the U.S. and China, including the implementation of higher tariffs;

~~NTIC~~● ~~believes~~Variability ~~there is some seasonality~~ in ~~its business.~~ NTIC’s ~~net~~ sales inof ZERUST® products and services to the ~~second~~oil ~~fiscal~~and ~~quarter~~gas ~~are~~industry ~~typically~~and ~~adversely~~Natur-Tec® ~~affected~~products byand ~~the~~NTIC’s ~~long~~equity ~~Chinese~~income ~~New~~of ~~Year~~joint ventures, ~~the~~which ~~North~~variability ~~American~~in ~~holiday~~sales ~~season~~ and ~~overall~~equity ~~less~~in ~~corrosion~~income ~~taking~~from ~~place~~joint atventures, ~~lower~~in ~~winter~~turn, ~~temperatures~~subject ~~worldwide.~~NTIC’s earnings to quarterly fluctuations;

~~Market~~● ~~Risk~~Risks associated with NTIC’s international operations and exposure to fluctuations in foreign currency exchange rates, import duties, taxes, and tariffs;

● NTIC’s isdependence ~~exposed~~on tothe ~~some~~success ~~market~~of ~~risk~~its ~~stemming~~joint ~~from~~ventures ~~changes~~and infees ~~foreign~~and ~~currency~~dividend ~~exchange~~distributions ~~rates,~~that ~~commodity~~NTIC ~~prices~~receives ~~and~~from ~~interest rates.~~them;

~~Because~~● ~~the functional currency of~~ NTIC’s ~~foreign~~relationships ~~operations~~with ~~and investments in~~ its ~~foreign~~ joint ventures isand ~~the~~its ~~applicable~~ability ~~local currency, NTIC is exposed~~ to ~~foreign~~maintain ~~currency~~those ~~exchange~~relationships, ~~rate~~especially ~~risk arising from transactions~~ in ~~the~~light ~~normal course~~ of ~~business.~~anticipated ~~NTIC’s~~succession ~~principal~~planning ~~exchange rate exposure is with the Euro~~issues, ~~the Japanese Yen, the Indian Rupee, the Chinese Renminbi, the South Korean Won,~~ and ~~the~~risks ~~English~~associated ~~Pound~~with ~~against~~possible ~~the~~future ~~U.S.~~acquisitions ~~Dollar.~~of NTIC’s fees for services provided to joint ventures and dividend distributions from these foreign entities are paid in foreign currencies and, thus, fluctuations in foreign currency exchange rates could result in declines in NTIC’s reported net income. Since NTIC’s investments in its joint ventures are accounted for using the ~~equity~~remaining ~~method,~~ownership ~~any~~interests ~~changes~~of incertain ~~foreign currency exchange rates would be reflected as a foreign currency translation adjustment and would not change NTIC’s equity in income from~~ joint ventures ~~reflected in its consolidated statements of operations. NTIC does not hedge against its foreign currency exchange rate risk.~~;

~~Some~~● ~~raw~~Fluctuations ~~materials~~in ~~used~~the incost ~~NTIC’s~~and ~~products~~availability ~~are~~of ~~exposed~~raw tomaterials, ~~commodity~~including ~~price~~resins ~~changes.~~and ~~The~~other ~~primary~~commodities, ~~commodity~~due ~~price~~to ~~exposures~~higher ~~are~~demand ~~with~~and afreight ~~variety~~costs, ofsupply ~~plastic~~chain disruptions and ~~bioplastic~~the ~~resins.~~impact of government sanctions;

~~Any~~● ~~outstanding~~The ~~advances~~success ~~under~~of and risks associated with NTIC’s ~~Credit~~emerging ~~Facility~~new ~~with~~businesses ~~JPM~~and ~~bear~~products ~~interest~~and atservices, aincluding ~~floating~~in ~~rate,~~particular atNTIC’s ability and the ~~option~~ability of NTIC,’s ~~equal~~joint ventures to ~~either~~sell ~~the~~ZERUST® CBproducts ~~Floating~~and ~~Rate~~services orto the ~~Adjusted~~oil ~~SOFR~~and ~~Rate,~~gas asindustry ~~defined~~and ~~above.~~Natur-Tec® ~~Borrowings~~products ofand ~~$7,369,949~~the ~~were~~often ~~outstanding~~lengthy ~~under~~and ~~the~~extensive ~~Credit~~sales ~~Facility~~process asinvolved ofin ~~May~~selling ~~31,~~such ~~2025.~~products and services;

~~The~~● ~~two term loans undertaken by~~ NTIC’s ~~China~~ability ~~with~~to ~~China~~introduce ~~Construction~~new ~~Bank~~products ~~Corporation have annual interest rates of 2.75%~~ and ~~2.96%,~~services ~~respectively,~~that ~~with~~respond ~~interest~~to ~~due~~changing ~~monthly.~~market ~~The~~conditions ~~outstanding~~and ~~balance~~customer ~~as of May 31, 2025 for both term loans is a total of USD $2,778,125.~~demand;

~~Critical Accounting Policies and Estimates~~28

~~There~~● ~~have~~Market ~~been~~acceptance noof ~~material changes to~~ NTIC’s ~~critical~~existing ~~accounting policies~~ and ~~estimates~~new ~~from~~products, ~~the~~especially ~~information provided~~ in ~~“Part~~light ~~II. Item 7, Management’s Discussion and Analysis~~ of ~~Financial~~existing ~~Condition~~ and ~~Results~~new ofcompetitive ~~Operations—Critical Accounting Policies and Estimates” included in NTIC’s annual report on Form 10-K for the fiscal year ended August 31, 2024.~~products;

~~NTIC~~● ~~adopted~~Maturation ~~ASU~~of ~~No.~~certain ~~2023-07,~~existing ~~Segment~~markets ~~Reporting~~for ~~(Topic~~NTIC’s ~~280):~~ZERUST® ~~Improvements~~products toand ~~Reportable~~services ~~Segment~~and ~~Disclosures,~~NTIC’s ~~during~~ability ~~the~~to ~~quarterly~~grow ~~period~~market ~~ended~~share ~~May~~and ~~31,~~succeed ~~2025. This adoption resulted~~ in ~~enhanced~~penetrating ~~segment~~other ~~disclosures,~~existing ~~but~~and ~~did~~new ~~not impact NTIC’s accounting estimates or the identification of critical accounting policies.~~markets;

~~Recent~~● ~~Accounting~~Increased ~~Pronouncements~~competition, especially with respect to NTIC’s ZERUST® products and services, and the effect of such competition on NTIC’s and its joint ventures’ pricing, net sales, and margins;

~~See~~● ~~Note~~The 3enforcement or lack thereof of rules and regulations favorable to ~~NTIC~~the market for biodegradable plastics and the Trump administration’s ~~consolidated~~reversal ~~financial~~of ~~statements~~certain ~~for~~policies arelated ~~discussion~~to ofthe ~~recent~~market ~~accounting~~for ~~pronouncements.~~biodegradable plastics;

~~Forward-Looking~~● ~~Statements~~NTIC’s reliance upon and its relationships with its distributors, independent sales representatives, and joint ventures;

~~This~~● quarterly report on Form 10-Q contains not only historical information, but also forward-looking statements 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. These forward-looking statements are subject to the safe harbor created by those sections. In addition, NTIC ~~or others on NTIC~~’s ~~behalf~~reliance ~~may~~upon make forward-looking statements from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on NTIC’s Internet web site, or otherwise. All statements other than statements of historical facts included in this report or expressed by NTIC orally from time to time that address activities, events, or developments that NTIC expects, believes, or anticipates will or may occur in the future are forward-looking statements, including, in particular, the statements about NTIC’s plans, objectives, strategies, and prospects regarding, among other things, NTIC’s financial condition, results of operations and business, and the outcome of contingencies, such as legal proceedings. NTIC has identified some of these forward-looking statements in this report with words like “believe,” “can,” “may,” “could,” “would,” “might,” “forecast,” “possible,” “potential,” “project,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” “approximate,” “outlook,” or “continue” or the negative of these words or other words and terms of similar meaning. The use of future dates is also an indication of a forward-looking statement. Forward-looking statements may be contained in the notes to NTIC’s consolidated financial statements and elsewhere in this report, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”suppliers;

28● Oil prices, which may affect sales of NTIC’s ZERUST® products and services to the oil and gas industry, and which may be impacted by the ongoing war between Russia and Ukraine and the conflicts in the Middle East;

~~Forward-looking~~● ~~statements~~Zerust ~~are~~Brazil’s ~~based~~ability onto ~~current~~perform ~~expectations~~and ~~about~~realize ~~future~~revenue ~~events~~and ~~affecting~~other ~~NTIC~~benefits ~~and~~under ~~are~~its ~~subject~~three-year tooffshore ~~uncertainties~~oil and ~~factors~~gas ~~that~~production ~~affect~~asset ~~all~~preservation ~~businesses~~contract ~~operating~~with in a global ~~market~~engineering, ~~as well as matters specific to NTIC. These uncertainties and factors are difficult to predict~~procurement, and ~~many~~construction of them are beyond NTIC’s control. The following are some of the uncertainties and factors known to us that could cause NTIC’s actual results to differ materially from what NTIC has anticipated in its forward-looking statements:company;

● The ~~effect~~costs and effects of ~~changes~~complying towith ~~trade~~laws ~~regulation~~and regulations and changes in tax, ~~quotas~~fiscal, ~~duties~~government, orand ~~tariffs,~~other ~~caused~~regulatory bypolicies, ~~the~~including ~~changing~~rules ~~U.S.~~relating ~~and~~to ~~geopolitical~~environmental, ~~environments~~health, orand ~~otherwise~~safety matters;

● ~~The~~Unforeseen ~~effect~~product ofquality ~~current~~or ~~worldwide~~other ~~economic~~problems ~~conditions, including~~ in ~~particular in~~ the ~~United States~~development, ~~Europe~~production, ~~India~~ and ~~China,~~usage ~~and in the automotive industry, and the effect~~ of ~~inflation,~~new ~~recessionary indicators~~ and ~~any~~existing turmoil and disruption in the global credit, financial and banking markets or the perception of adverse conditions on NTIC’s business and the business of NTIC’s customers, suppliers, vendors and other third parties with whom NTIC conducts businessproducts;

● ~~The~~Unforeseen ~~effect~~production ofexpenses ~~slowdowns~~incurred ~~within~~in ~~the~~connection ~~automotive~~with ~~industry~~new oncustomers ~~NTIC’s business~~ and ~~the~~new ~~evolution of the automotive industry towards electric vehicles~~products;

● ~~The~~Rapid ~~effect~~advancements ofin ~~worldwide~~artificial ~~disruption~~intelligence in(AI) ~~supply~~technologies, ~~chains~~which onmay ~~NTIC’s~~disrupt ~~business~~our industry at an accelerated pace and adversely affect our competitive position, ~~operating~~customer ~~results~~expectations, and ~~financial~~operational ~~condition~~performance if we fail to adapt or implement AI innovations effectively or if competitors leverage AI more effectively or quickly;

● ~~The~~Loss ~~effect~~ of ~~disruptions~~or tochanges ~~distribution~~in ~~channels~~executive ~~for~~management ~~NTIC’s~~or ~~products~~key employees and ~~disruptions~~the need to ~~our~~hire ~~customers,~~and ~~suppliers~~train ~~and~~local ~~subcontractors,~~support asin ~~well~~a astimely ~~the~~manner ~~global~~in ~~economy~~order ~~and~~to ~~financial~~support ~~markets~~customer needs;

● ~~The~~Ability ~~effects~~ of ~~ongoing~~management ~~wars~~to ~~and~~manage ~~sanctions~~around ~~against~~unplanned Russia by U.S. and European governments on energy prices, which have adversely affected our joint venture sales, and on commodity price fluctuations, which have decreased our margins and the margins of our joint ventures and resulted in decreased joint venture profitability, which will likely continue through the end of fiscal 2025events;

● ~~NTIC’s~~Pending ~~operations in China~~ and ~~the~~future ~~risks associated therewith, including trade or other issues that may result from increasing tensions between the U.S. and China, including the implementation of higher tariffs~~litigation;

● ~~Variability in~~ NTIC’s ~~sales~~reliance ofon ~~ZERUST®~~its ~~products~~intellectual ~~and~~property ~~services~~rights toand the ~~oil~~absence ~~and~~of ~~gas~~infringement ~~industry~~of ~~and~~the ~~Natur-Tec®~~intellectual ~~products~~property ~~and~~rights ~~NTIC’s equity income~~ of ~~joint ventures, which variability in sales and equity in income from joint ventures, in turn, subject NTIC’s earnings to quarterly fluctuations~~others;

● ~~Risks~~Changes ~~associated~~in ~~with~~applicable ~~NTIC’s~~laws ~~international~~or ~~operations~~regulations and ~~exposure~~NTIC’s failure to ~~fluctuations~~comply inwith ~~foreign~~applicable ~~currency exchange rates~~laws, ~~import duties~~rules, ~~taxes,~~ and ~~tariffs~~regulations;

● ~~NTIC’s~~Changes ~~dependence~~in ongenerally ~~the~~accepted ~~success~~accounting ofprinciples ~~its joint ventures~~ and ~~fees~~the ~~and~~effect ~~dividend~~of ~~distributions~~new ~~that~~accounting ~~NTIC receives from them~~pronouncements;

● Fluctuations in NTIC’s ~~relationships~~effective ~~with~~tax its joint ventures and its ability to maintain those relationships, especially in light of anticipated succession planning issues, and risks associated with possible future acquisitions of the remaining ownership interests of certain joint venturesrate;

● ~~Fluctuations~~The ineffect ~~the cost and availability~~ of ~~raw~~extreme ~~materials,~~weather ~~including~~conditions ~~resins~~on ~~and~~NTIC’s ~~other~~operating ~~commodities,~~results; ~~due to supply chain disruptions~~ and ~~the impact of government sanctions;~~

● ~~The success of and risks associated with~~ NTIC’s ~~emerging~~reliance ~~new~~upon ~~businesses~~its ~~and~~management ~~products~~information systems and ~~services,~~risks ~~including~~associated inwith ~~particular~~its ~~NTIC’s~~recent ~~ability~~implementation ~~and the ability~~ of ~~NTIC’s~~a ~~joint~~new ~~ventures~~Enterprise toResource ~~sell~~Planning ~~ZERUST® products and services to the oil and gas industry and Natur-Tec® products and the often lengthy and extensive sales process involved in selling such products and services;~~system.

●For more information regarding these and other uncertainties and factors that could cause NTIC’s ~~ability~~actual results to ~~introduce~~differ ~~new~~materially ~~products~~from ~~and~~what ~~services~~NTIC ~~that~~has ~~respond~~anticipated toin ~~changing~~its ~~market~~forward-looking ~~conditions~~statements ~~and~~or ~~customer~~otherwise ~~demand;~~could materially adversely affect its business, financial condition or operating results, see NTIC’s annual report on Form 10-K for the fiscal year ended August 31, 2025 under the heading “Part I. Item 1A. Risk Factors.”

●All ~~Market~~forward-looking ~~acceptance~~statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. NTIC wishes to caution readers not to place undue reliance on any forward-looking statement that speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results due to the uncertainties and factors described above and others that NTIC may consider immaterial or does not anticipate at this time. Although NTIC believes that the expectations reflected in its forward-looking statements are reasonable, NTIC does not know whether its expectations will prove correct. NTIC’s ~~existing~~expectations reflected in its forward-looking statements can be affected by inaccurate assumptions NTIC might make or by known or unknown uncertainties and ~~new~~factors, ~~products~~including those described above. The risks and uncertainties described above are not exclusive, ~~especially~~and further information concerning NTIC and its business, including factors that potentially could materially affect its financial results or condition, may emerge from time to time. NTIC assumes no obligation to update, amend, or clarify forward-looking statements to reflect actual results or changes in ~~light~~factors ofor ~~existing~~assumptions affecting such forward-looking statements. NTIC advises you, however, to consult any further disclosures NTIC makes on related subjects in its annual reports on Form 10-K, quarterly reports on Form 10-Q, and ~~new~~current ~~competitive~~reports ~~products;~~on Form 8-K that NTIC files with or furnishes to the Securities and Exchange Commission.

●ITEM ~~Maturation~~3. ofQUANTITATIVE ~~certain~~AND ~~existing~~QUALITATIVE ~~markets~~DISCLOSURES ~~for~~ABOUT ~~NTIC’s~~MARKET ~~ZERUST® products and services and NTIC’s ability to grow market share and succeed in penetrating other existing and new markets;~~RISK

●NTIC ~~Increased~~is ~~competition,~~exposed ~~especially with respect~~ to ~~NTIC’s~~some ~~ZERUST®~~market ~~products~~risk ~~and~~stemming ~~services,~~from ~~and~~changes ~~the~~in ~~effect~~foreign ofcurrency ~~such~~exchange ~~competition~~rates, ~~on NTIC’s and its joint ventures’ pricing~~tariffs, ~~net~~commodity ~~sales,~~prices and ~~margins;~~interest rates.

●Because ~~The~~the ~~enforcement~~functional orcurrency ~~lack~~of ~~thereof~~NTIC’s offoreign ~~rules~~operations and ~~regulations~~investments ~~favorable~~in its foreign joint ventures is the applicable local currency, NTIC is exposed to foreign currency exchange rate risk arising from transactions in the ~~market~~normal course of business. NTIC’s principal exchange rate exposure is with the Euro, the Japanese Yen, the Indian Rupee, the Chinese Renminbi, the South Korean Won, and the English Pound against the U.S. Dollar. NTIC’s fees for ~~biodegradable~~services ~~plastics;~~provided to joint ventures and dividend distributions from these foreign entities are paid in foreign currencies, and, thus, fluctuations in foreign currency exchange rates could result in declines in NTIC’s reported net income. Since NTIC’s investments in its joint ventures are accounted for using the equity method, any changes in foreign currency exchange rates would be reflected as a foreign currency translation adjustment and would not change NTIC’s equity in income from joint ventures reflected in its consolidated statements of operations. NTIC does not hedge against its foreign currency exchange rate risk.

●The tariff environment is complex and evolving. NTIC’s ~~reliance~~business ~~upon~~incurred in the three months ended November 30, 2025, and ~~its~~expects ~~relationships~~to ~~with~~continue ~~its~~to ~~distributors~~incur throughout fiscal 2026, ~~independent~~additional ~~sales~~costs ~~representatives~~as it relates to tariffs. NTIC has taken and will continue to take action to mitigate inflationary pressures caused by tariffs through a combination of targeted price increases, supplier diversification and ~~joint~~other ~~ventures~~strategic sourcing adjustments, cost reductions, and manufacturing optimization. With respect to NTIC China, specifically, the majority of NTIC China’s production and sales are for local consumption; and therefore, NTIC believes NTIC China’s exposure to tariffs, included those imposed by the United States is limited.

~~● NTIC’s reliance upon suppliers;~~30

●Some ~~Oil~~raw ~~prices,~~materials ~~which~~used ~~may~~in ~~affect sales of~~ NTIC’s ~~ZERUST®~~ products ~~and~~are ~~services~~exposed to ~~the~~commodity ~~oil~~price ~~and~~changes. ~~gas~~The ~~industry,~~primary ~~and~~commodity ~~which~~price ~~may~~exposures beare ~~impacted~~with bya ~~ongoing~~variety ~~wars,~~of ~~including~~plastic ~~the war between Russia and Ukraine, or conflicts in the Middle East;~~resins.

●With respect to interest rate risk, borrowings under the Credit Agreement bear interest at a floating rate, at the option of NTIC, equal to either the CB Floating Rate or the Adjusted SOFR Rate. The ~~costs~~term ~~and~~“CB ~~effects~~Floating Rate” means the greater of ~~complying~~the Prime Rate in the United States or 2.50%. The term “Adjusted SOFR Rate” means the term secured overnight financing rate for either one, three or six months (depending on the interest period selected by NTIC) plus 0.10% per annum. With respect to any borrowings using an Adjusted SOFR Rate, there is an applicable margin of 2.35% applied per annum. There is no applicable margin with ~~laws~~respect ~~and~~to ~~regulations~~borrowings ~~and~~using ~~changes~~a inCB ~~tax~~Floating Rate. The weighted average interest rate was 6.25% for the three months ended November 30, ~~fiscal~~2025. Borrowings of $9,134,428 ~~government~~were outstanding under the Credit Facility as of November 30, 2025. The two term loans undertaken by NTIC China with China Construction Bank Corporation have annual interest rates of 2.75% and ~~other~~2.96%, ~~regulatory~~respectively, ~~policies~~with interest due monthly. The outstanding balance as of November 30, ~~including~~2025 ~~rules~~for ~~relating~~both toterm ~~environmental~~loans is a total of USD $2,826,615. ~~health~~In addition, ~~and~~the ~~safety~~foreign ~~matters;~~currency term loan entered into by Natur-Tec India with IDFC FIRST Bank Limited bears interest at a fixed rate of 6.45% per annum. The outstanding balance as of November 30, 2025 for this term loan is USD $506,461.

●ITEM ~~Unforeseen~~4. ~~product~~CONTROLS ~~quality~~AND ~~or other problems in the development, production, and usage of new and existing products;~~PROCEDURES

●Evaluation ~~Unforeseen~~of ~~production~~Disclosure ~~expenses~~Controls ~~incurred in connection with new customers~~ and ~~new~~Procedures ~~products;~~

●NTIC ~~Rapid~~maintains ~~advancements~~disclosure controls and procedures (as defined in ~~artificial~~Rules ~~intelligence~~13a-15(e) and 15d-15(AIe) ~~technologies~~under the Securities Exchange Act of 1934, ~~which~~as ~~may~~amended) ~~disrupt~~that ~~our~~are ~~industry~~designed atto anprovide ~~accelerated~~reasonable ~~pace~~assurance ~~and~~that ~~adversely~~information ~~affect~~required ~~our~~to ~~competitive~~be ~~position~~disclosed by NTIC in the reports it files or submits under the Securities Exchange Act of 1934, ~~customer~~as ~~expectations~~amended, is recorded, processed, summarized and ~~operational~~reported ~~performance~~within ifthe wetime ~~fail~~periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to ~~adapt~~NTIC’s ormanagement, ~~implement~~including AINTIC’s ~~innovations~~principal ~~effectively~~executive officer and principal financial officer, or ifpersons ~~competitors~~performing ~~leverage~~similar AIfunctions, ~~more~~as ~~effectively~~appropriate to allow timely decisions regarding required disclosure. NTIC’s management evaluated, with the participation of its Chief Executive Officer and its Chief Financial Officer, the effectiveness of the design and operation of NTIC’s disclosure controls and procedures as of the end of the period covered in this report. Based on that evaluation, NTIC’s Chief Executive Officer and Chief Financial Officer concluded that NTIC’s disclosure controls and procedures were effective as of the end of such period to provide reasonable assurance that information required to be disclosed in the reports that NTIC files or ~~quickly;~~submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to NTIC’s management, including NTIC’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

30Changes in Internal Control over Financial Reporting

●There ~~Loss~~was ofno orchange ~~changes~~ in ~~executive~~NTIC’s ~~management~~internal orcontrol ~~key~~over ~~employees~~financial ~~and~~reporting that occurred during the ~~need~~quarter toended ~~hire~~November ~~and~~30, ~~train~~2025 ~~local~~that ~~support~~has inmaterially aaffected ~~timely~~or ~~manner~~is inreasonably ~~order~~likely to ~~support~~materially ~~customer~~affect ~~needs;~~NTIC’s internal control over financial reporting.

~~● Ability of management to manage around unplanned events;~~31

●PART ~~Pending~~II—OTHER ~~and future litigation;~~INFORMATION

●ITEM ~~NTIC’s~~1. LEGAL ~~reliance on its intellectual property rights and the absence of infringement of the intellectual property rights of others;~~PROCEEDINGS

●See ~~Changes~~Note in13 ~~applicable~~to ~~laws~~NTIC’s orconsolidated ~~regulations~~financial ~~and~~statements ~~NTIC’s~~in ~~failure~~Part toI. ~~comply~~Item ~~with~~1. ~~applicable~~Financial ~~laws,~~Statements ~~rules,~~of ~~and~~this ~~regulations;~~report.

●ITEM ~~Changes~~1A. inRISK ~~generally accepted accounting principles and the effect of new accounting pronouncements;~~FACTORS

●This ~~Fluctuations~~Item in1A. is inapplicable to NTIC’s ~~effective~~as ~~tax~~a ~~rate;~~smaller reporting company.

●ITEM ~~The~~2. UNREGISTERED ~~effect~~SALES ofOF ~~extreme~~EQUITY ~~weather~~SECURITIES ~~conditions~~AND onUSE ~~NTIC’s~~OF ~~operating results; and~~PROCEEDS

●Recent ~~NTIC’s~~Sales ~~reliance upon its management information systems and risks associated with its recent implementation~~ of aUnregistered ~~new~~Equity ~~Enterprise Resource Planning system.~~Securities

~~For~~During ~~more~~the ~~information~~three ~~regarding~~months ~~these~~ended ~~and~~November ~~other~~30, ~~uncertainties~~2025, ~~and factors that could cause~~ NTIC’s ~~actual~~did ~~results~~not toissue ~~differ~~any ~~materially~~shares ~~from~~of ~~what NTIC has anticipated in~~ its ~~forward-looking~~common ~~statements~~stock or ~~otherwise~~other ~~could~~equity ~~materially~~securities ~~adversely~~of ~~affect its business, financial condition or operating results, see~~ NTIC’s ~~annual~~that ~~report~~were onnot ~~Form~~registered ~~10-K~~under ~~for~~ the ~~fiscal~~Securities ~~year~~Act ~~ended~~of ~~August 31~~1933, ~~2024~~as ~~under the heading “Part I~~amended. ~~Item 1A. Risk Factors.”~~

~~All~~Issuer ~~forward-looking~~Purchases statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. NTIC wishes to caution readers not to place undue reliance on any forward-looking statement that speaks only as of ~~the~~Equity date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results due to the uncertainties and factors described above and others that NTIC may consider immaterial or does not anticipate at this time. Although NTIC believes that the expectations reflected in its forward-looking statements are reasonable, NTIC does not know whether its expectations will prove correct. NTIC’s expectations reflected in its forward-looking statements can be affected by inaccurate assumptions NTIC might make or by known or unknown uncertainties and factors, including those described above. The risks and uncertainties described above are not exclusive, and further information concerning NTIC and its business, including factors that potentially could materially affect its financial results or condition, may emerge from time to time. NTIC assumes no obligation to update, amend, or clarify forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. NTIC advises you, however, to consult any further disclosures NTIC makes on related subjects in its annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that NTIC files with or furnishes to the Securities ~~and Exchange Commission.~~

~~ITEM~~The 3.following ~~QUANTITATIVE~~table ~~AND~~shows ~~QUALITATIVE~~NTIC’s ~~DISCLOSURES~~first ~~ABOUT~~quarter ~~MARKET~~of ~~RISK~~fiscal 2025 stock repurchase activity.

NTIC is exposed to some market risk stemming from changes in foreign currency exchange rates, tariffs, commodity prices and interest rates.

Period	Total Number of Shares (or Units) Purchased		Average Price Paid Per Share (or Unit)		Total Number of Shares (or Units) Purchased As Part of Publicly Announced Plans or Programs		Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
September 1, 2025 through September 30, 2025		0	$	0		0		(1)
October 1, 2025 through October 31, 2025		0	$	0		0		(1)
November 1, 2025 through November 30, 2025		0	$	0		0		(1)
Total		0	$	0		0		(1)(2)

Because the functional currency of NTIC’s foreign operations and investments in its foreign joint ventures is the applicable local currency, NTIC is exposed to foreign currency exchange rate risk arising from transactions in the normal course of business. NTIC’s principal exchange rate exposure is with the Euro, the Japanese Yen, the Indian Rupee, the Chinese Renminbi, the South Korean Won, and the English Pound against the U.S. Dollar. NTIC’s fees for services provided to joint ventures and dividend distributions from these foreign entities are paid in foreign currencies, and, thus, fluctuations in foreign currency exchange rates could result in declines in NTIC’s reported net income. Since NTIC’s investments in its joint ventures are accounted for using the equity method, any changes in foreign currency exchange rates would be reflected as a foreign currency translation adjustment and would not change NTIC’s equity in income from joint ventures reflected in its consolidated statements of operations. NTIC does not hedge against its foreign currency exchange rate risk._______________________________

31(1) On January 15, 2015, NTIC’s Board of Directors authorized the repurchase of up to $3,000,000 in shares of NTIC common stock through open market purchases or unsolicited or solicited privately negotiated transactions. This program has no expiration date but may be terminated by NTIC’s Board of Directors at any time.

~~Some~~(2) ~~raw~~As ~~materials~~of ~~used~~November in30, ~~NTIC’s~~2025, ~~products~~up ~~are exposed~~ to ~~commodity~~$2,640,548 ~~price~~in ~~changes.~~shares ~~The~~of ~~primary~~NTIC ~~commodity~~common ~~price~~stock ~~exposures~~remained ~~are~~available ~~with~~for arepurchase ~~variety~~under ofNTIC’s ~~plastic~~stock ~~resins~~repurchase program.

~~With~~ITEM respect to interest rate risk, any outstanding advances under NTIC’s Credit Facility with JPM bear interest at a floating rate, at the option of NTIC, equal to either the CB Floating Rate or the Adjusted SOFR Rate, as defined above3. ~~Borrowings~~DEFAULTS ofUPON ~~$7,369,949~~SENIOR were outstanding under the Credit Facility as of May 31, 2025. The two term loans undertaken by NTIC China with China Construction Bank Corporation have annual interest rates of 2.75 and 2.96%, respectively, with interest due monthly. The outstanding balance as of May 31, 2025 for both term loans is a total of USD $2,778,125.SECURITIES

~~ITEM~~Not 4applicable. ~~CONTROLS AND PROCEDURES~~

~~Evaluation~~ITEM of4. ~~Disclosure~~MINE ~~Controls~~SAFETY ~~and Procedures~~ DISCLOSURES

~~NTIC~~Not maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that information required to be disclosed by NTIC in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to NTIC’s management, including NTIC’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosureapplicable. NTIC’s management evaluated, with the participation of its Chief Executive Officer and its Chief Financial Officer, the effectiveness of the design and operation of NTIC’s disclosure controls and procedures as of the end of the period covered in this report. Based on that evaluation, NTIC’s Chief Executive Officer and Chief Financial Officer concluded that NTIC’s disclosure controls and procedures were effective as of the end of such period to provide reasonable assurance that information required to be disclosed in the reports that NTIC files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to NTIC’s management, including NTIC’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Changes in Internal Control over Financial Reporting~~32

~~There~~ITEM ~~was~~5. noOTHER change in NTIC’s internal control over financial reporting that occurred during the quarter ended May 31, 2025 that has materially affected or is reasonably likely to materially affect NTIC’s internal control over financial reporting.INFORMATION

32Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications

~~PART~~During ~~II—OTHER~~the ~~INFORMATION~~three months ended November 30, 2025, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of SEC Regulation S-K.

ITEM 16. ~~LEGAL PROCEEDINGS~~EXHIBITS

~~See~~The ~~Note~~following 13exhibits toare ~~NTIC’s~~being ~~consolidated~~filed ~~financial~~or ~~statements~~furnished inwith ~~Part~~this I.quarterly ~~Item~~report 1.on ~~Financial~~Form ~~Statements of this report.~~10-Q:

ITEM 1A. RISK FACTORS

Exhibit No.		Description

31.1		Certification of President and Chief Executive Officer pursuant to SEC Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2		Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1		Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101		The following materials from NTIC’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the unaudited Consolidated Balance Sheets, (ii) the unaudited Consolidated Statements of Operations, (iii) the unaudited Consolidated Statements of Comprehensive Loss, (iv) the unaudited Consolidated Statements of Equity, (v) the unaudited Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements (filed herewith)

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Although Item 1A. is inapplicable to NTIC as a smaller reporting company, NTIC hereby discloses the following updated risk factors:~~33

Changes to trade regulation, quotas, duties, or tariffs, caused by the changing U.S. and geopolitical environments or otherwise, have negatively impacted in the past and in the future may negatively impact NTIC’s business, operating results, and financial condition.SIGNATURES

~~There~~Pursuant ~~is significant uncertainty about the future relationship between the United States and other countries with respect~~ to ~~trade policies, taxes, government regulations, and tariffs. Within recent years, for example, trade policy changes included~~ the ~~imposition~~requirements of ~~additional tariffs on imported products in an effort to address trade imbalances, specifically with China,~~ the ~~withdrawal~~Securities ofExchange ~~the~~Act ~~U.S. from the Trans-Pacific Partnership, the renegotiation~~ of ~~the North American Free Trade Agreement~~1934, ~~and sanctions on Russia. On April 2, 2025,~~ the ~~Trump~~Registrant administration implemented additional tariffs on 180 countries and territories, which range from 10% to 125%. Although these tariffs were subsequently paused in part for 90 days, and although some rates have been negotiated, it is uncertain whether and to what extent they will ultimately become effective. In response to some of these actions, certain countries imposed retaliatory actions against the United States, including reciprocal tariffs. An oversupply of inexpensive goods from China has ~~raised~~duly ~~concerns~~caused ofthis ~~dumping,~~report which may cause the further imposition of tariffs or other trade regulations by the U.S. NTIC and its subsidiaries and joint ventures engage in sales outside of the United States and is, therefore, negatively impacted by such actions. Tariffs may cause NTIC to increase prices, face decreased profit margins, and/or pause deliveries from countries subject to high tariffs. NTIC may also need to seek alternative sourcing or local or in-house production, which may require significant ramp-up time and expense or which may not be ~~available~~signed on ~~feasible~~its ~~terms~~behalf atby ~~all. Any changes or potential changes in trade policies in~~ the ~~United~~undersigned ~~States~~thereunto ~~and~~duly ~~the potential corresponding actions by other countries in which NTIC does business could adversely and materially affect NTIC’s business, results of operations, and financial condition~~authorized.

NTIC’s business, properties, and products are subject to governmental regulation and taxes, compliance with which may require NTIC to incur expenses or modify its products or operations, and which may expose NTIC to penalties for non-compliance. Governmental regulation also may adversely affect the demand for some of NTIC’s products and its operating results.

	NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION


	/s/ Matthew C. Wolsfeld
Date: January 8, 2026	Matthew C. Wolsfeld, CPA
	Chief Financial Officer
	(Principal Financial and Accounting Officer and
	Duly Authorized to Sign on Behalf of the Registrant)

NTIC’s business, properties, and products are subject to a wide variety of international, federal, state, and local laws, rules, taxes, and regulations relating to the protection of the environment, natural resources, and worker health and safety and the use, management, storage, and disposal of hazardous substances, wastes, and other regulated materials. These laws, rules, and regulations may affect the way NTIC conducts its operations, and the failure to comply with these regulations could lead to fines and other penalties. In the future, new environmental laws, rules, and regulations with provisions similar to those of the Inflation Reduction Act of 2022, which includes measures to reduce emissions, may be enacted, which may adversely affect NTIC’s business. Further, because NTIC owns and operates real property, various environmental laws also may impose liability on NTIC for the costs of cleaning up and responding to hazardous substances that may have been released on NTIC’s property, including releases unknown to NTIC. These environmental laws and regulations also could require NTIC to pay for environmental remediation and response costs at third-party locations where NTIC disposed of or recycled hazardous substances. NTIC’s future costs of complying with the various environmental requirements, as they now exist or may be altered in the future, could adversely affect NTIC’s financial condition and operating results. NTIC is also subject to other international, federal, and state laws, rules, and regulations, the future non-compliance with which may harm NTIC’s business or may adversely affect the demand for some of its products. Changes in laws and regulations, including changes in accounting standards and taxation changes, including tax rate changes, new tax laws, including the changes to U.S. federal tax laws included in the Inflation Reduction Act of 2022, such as a 1% excise tax on stock repurchases, and revised tax law interpretations, also may adversely affect NTIC’s operating results. These laws, rules and regulations may be subject to change by the incoming Trump administration, which has announced intentions to alter environmental and other regulations, although it is not possible at this time to determine whether such actions will be taken and the impacts they may have on NTIC.34

Governmental regulation also may adversely affect the demand for some of NTIC’s products and its operating results. For example, the Pipeline and Hazardous Materials Safety Administration (PHMSA) added several new rules with specified deadlines in calendar year 2024. As a result, pipeline owners and operators and several service contractors in the pipeline inspection sector were required to complete preliminary reporting requirements to meet these deadlines. These reporting requirements significantly delayed pipeline casing protection work in the second and third quarters of fiscal 2024 pending completion of the compliance work, adversely impacting demand for certain products and NTIC’s operating results. PHMSA approvals have been further delayed due to the current political climate in the United States and competing priorities. The implementation of high tariffs and actions taken by the Department of Government Efficiency have also contributed to uncertainty and are expected to cause further PHMSA approval slowdowns until these factors stabilize, although it is not possible to predict when this might be. Additionally, other regulations may be enacted, causing similar adverse impacts.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Equity Securities

During the three months ended May 31, 2025, NTIC did not issue any shares of its common stock or other equity securities of NTIC that were not registered under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

The following table shows NTIC’s third quarter of fiscal 2025 stock repurchase activity.

Period	Total Number of Shares (or Units) Purchased		Average Price Paid Per Share (or Unit)		Total Number of Shares (or Units) Purchased As Part of Publicly Announced Plans or Programs		Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
March 1, 2025 through March 31, 2025		0	$	0		0		(1)
April 1, 2025 through April 30, 2025		0	$	0		0		(1)
May 1, 2025 through May 31, 2025		0	$	0		0		(1)
Total		0	$	0		0		(1)(2)

_______________________

(1) On January 15, 2015, NTIC’s Board of Directors authorized the repurchase of up to $3,000,000 in shares of NTIC common stock through open market purchases or unsolicited or solicited privately negotiated transactions. This program has no expiration date but may be terminated by NTIC’s Board of Directors at any time.

(2) As of May 31, 2025, up to $2,640,548 in shares of NTIC common stock remained available for repurchase under NTIC’s stock repurchase program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Credit Agreement

On July 8, 2025, Northern Technologies International Corporation and JPMorgan Chase Bank, N.A. entered into an amendment to the Credit Agreement to increase the availability under the Credit Facility from $8.0 million to $10.0 million. The other material terms of the Credit Facility and the Credit Agreement were not affected by this amendment.

The foregoing represents only a summary of the material terms of the amendment to the Credit Agreement, does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendment to the Credit Agreement, which is filed as Exhibit 10.1 to this quarterly report on Form 10-Q, and is incorporated by reference herein.

Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications

During the three months ended May 31, 2025, none of NTIC’s directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of SEC Regulation S-K.

ITEM 6. EXHIBITS

The following exhibits are being filed or furnished with this quarterly report on Form 10-Q:

Exhibit No.		Description
10.1		Third Amendment to Credit Agreement, dated as of July 8, 2025, between JPMorgan Chase Bank, N.A. and Northern Technologies International Corporation (filed herewith)
10.2		Line of Credit Note, dated July 8, 2025, between Northern Technologies International Corporation and JPMorgan Chase Bank, N.A. (filed herewith)
31.1		Certification of President and Chief Executive Officer pursuant to SEC Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1		Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101		The following materials from NTIC’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the unaudited Consolidated Balance Sheets, (ii) the unaudited Consolidated Statements of Operations, (iii) the unaudited Consolidated Statements of Comprehensive Income, (iv) the unaudited Consolidated Statements of Equity, (v) the unaudited Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements (filed herewith)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
	/s/ Matthew C. Wolsfeld
Date: July 10, 2025	Matthew C. Wolsfeld, CPA
	Chief Financial Officer
	(Principal Financial and Accounting Officer and
	Duly Authorized to Sign on Behalf of the Registrant)

Filing Compare · NORTHERN TECHNOLOGIES INTERNATIONAL CORP