UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 10-K

(Mark One)

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

For the fiscal year ended August 31, ~~2024~~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 (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 (Address of principal executive offices)	55014 (Zip Code)

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

(Address of principal executive offices)

55014

(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

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~YES~~Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~YES~~Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 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 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 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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the registrant’s common stock, excluding shares beneficially owned by affiliates, computed by reference to the closing sales price at which the common stock was last sold as of February 2928, ~~2024~~2025 (the last business day of the registrant’s second fiscal quarter) as reported by The Nasdaq Stock Market on that date was approximately $9888.58 million.

As of November 1920, ~~2024~~2025, 9,~~470~~480,~~507~~689 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to herein) from the registrant’s Proxy Statement for its ~~2025~~2026 Annual Meeting of Stockholders to be held January 1716, ~~2025~~2026.

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

ANNUAL REPORT ON FORM 10-K FISCAL YEAR ENDED AUGUST 31, ~~2024~~2025

TABLE OF CONTENTS

			Page
PART I			1
	Item 1.	BUSINESS	1
		INFORMATION ABOUT OUR EXECUTIVE OFFICERS	13
	Item 1A.	RISK FACTORS	15
	Item 1B.	UNRESOLVED STAFF COMMENTS	36
	Item 1C.	CYBERSECURITY	36
	Item 2.	PROPERTIES	38
	Item 3.	LEGAL PROCEEDINGS	38
	Item 4.	MINE SAFETY DISCLOSURES	38
PART II			39
	Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	39
	Item 6.	[RESERVED]	39
	Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40
	Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	53
	Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	54
	Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	81
	Item 9A.	CONTROLS AND PROCEDURES	81
	Item 9B.	OTHER INFORMATION	82
	Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	82
PART III			83
	Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	83
	Item 11.	EXECUTIVE COMPENSATION	83
	Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	83
	Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	85
	Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	85
PART IV			86
	Item 15.	EXHIBIT AND FINANCIAL STATEMENT SCHEDULES	86
	Item 16.	FORM 10-K SUMMARY	89

Page

PART I		1
Item 1.	BUSINESS	1
INFORMATION ABOUT OUR EXECUTIVE OFFICERS		13
Item 1A.	RISK FACTORS	15
Item 1B.	UNRESOLVED STAFF COMMENTS	35
Item 1C.	CYBERSECURITY	35
Item 2.	PROPERTIES	37
Item 3.	LEGAL PROCEEDINGS	37
Item 4.	MINE SAFETY DISCLOSURES	37
PART II		38
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	38
Item 6.	[RESERVED]	38
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	54
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	55
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	84
Item 9A.	CONTROLS AND PROCEDURES	84
Item 9B.	OTHER INFORMATION	85
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	85
PART III		86
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	86
Item 11.	EXECUTIVE COMPENSATION	86
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	87
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	88
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	88
PART IV		89
Item 15.	EXHIBIT AND FINANCIAL STATEMENT SCHEDULES	89
Item 16.	FORM 10-K SUMMARY	93

_______________

This annual report on Form 10-K 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. Item 1. Business – 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); (5) “Zerust Brazil” refer to NTIC’s majority- owned Brazilian subsidiary, Zerust Prevenção de Corrosão S.A.; (6) “Natur-Tec India” refer to NTIC’s majority-owned subsidiary in India, Natur-Tec India Private Limited; (7) “Natur Tec Lanka” refer to NTIC’s majority-owned subsidiary in Sri Lanka, Natur Tec Lanka (Pvt) Ltd and (8) “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

Item 1. BUSINESS

Overview

Northern Technologies International Corporation (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 ~~products and services,~~ marketed mainly under the ZERUST® brand. NTIC has been selling its proprietary ZERUST® products and services to the automotive, ~~electronics,~~general ~~electrical~~industrial, mechanical, ~~military~~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.

NTIC’s ZERUST® rust and corrosion inhibiting products include plastic and paper packaging, liquids, coatings, rust removers, cleaners, and diffusers as well as engineered solutions designed specifically for the ~~oil~~industries ~~and~~it ~~gas industry~~serves. NTIC also offers worldwide, on-site, technical consulting for rust and corrosion prevention issues. NTIC’s technical service consultants work directly with the end users of NTIC’s ZERUST® rust and corrosion inhibiting products to analyze their specific needs and develop systems to meet their performance requirements. In North America, NTIC sells its ZERUST® corrosion prevention solutions through a network of independent distributors and agents supported by a direct sales force.

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 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 Prevenção de Corrosão S.A (Zerust Brazil), and certain ~~other~~ 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).

One of NTIC’s strategic initiatives is to expand into and penetrate other markets for its ZERUST® corrosion prevention technologies. Consequently, 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.

NTIC 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 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. In November 2025, Zerust Brazil secured a three-year offshore oil and gas production asset preservation contract with a leading global engineering, procurement, 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$70 million (US$13 million). This includes approximately R$40 million (US$7.4 million) in materials and approximately R$30 million (US$5.6 million) in engineering and field services. The amount and timing of revenue anticipated to be generated under this agreement may materially positively affect NTIC’s future quarterly sales and other operating results.

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.

Internationally, NTIC sells its Natur-Tec® resin compounds and finished products both directly and through its wholly- owned subsidiary in China, NTIC (Shanghai) Co., Ltd., and majority-owned subsidiaries in India, Natur-Tec India Private Limited, and Sri Lanka, Natur Tec Lanka (Pvt) Ltd, and through distributors and certain joint ventures.

NTIC’s Subsidiaries and Joint Venture Network

NTIC has ownership interests in 1112 operating subsidiaries in North America, South America, Europe, and Asia, the results of which are fully consolidated in NTIC’s consolidated financial statements. While most of NTIC’s subsidiaries exclusively sell rust and corrosion inhibiting products, some of the subsidiaries also sell NTIC’s Natur-Tec® resin compounds and finished goods. The following table sets forth a list of NTIC’s operating subsidiaries as of November 1920, ~~2024~~2025, the country in which the subsidiary is organized, and NTIC’s ownership percentage in each subsidiary:

Subsidiary Name	Country	NTIC Percent (%) Ownership	~~NTIC Percent (%) Ownership~~
HNTI Limited	India	100%	~~100%~~
Natur Tec Lanka (Pvt) Ltd	Sri Lanka(1)	75%	~~75%~~
Natur-Tec India Private Limited	India	75%	~~75%~~
NTI Asean LLC	United States	60%	~~60%~~
NTIC (Shanghai) Co., Ltd	China	100%	~~100%~~
NTIC Europe GmbH	Germany	100%	~~100%~~
Zerust Prevenção de Corrosão S.A.	Brazil	85%	~~85%~~
Zerust Singapore Pte Ltd	Singapore(2)	60%	~~60%~~
Zerust Vietnam Co. Ltd	Vietnam(3)	60%	~~60%~~
Zerust Taiwan Co., Ltd	Taiwan(3)	60%	~~60%~~
ZERUST-EXCOR MEXICO, S. de R.L. de C.V.	Mexico		100%
Zerust Integrity Solutions Trading LLC	UAE	100%
ZERUST-EXCOR MEXICO, S. de R.L. de C.V.	Mexico	100%

~~(1) Natur Tec Lanka (Pvt) Ltd. is 100% owned by Natur-Tec India Private Limited and, therefore, indirectly owned by NTIC.~~____________________

(21) ~~Zerust~~Natur ~~Singapore~~Tec ~~Pte~~Lanka (Pvt) Ltd. is 100% owned by ~~NTI~~Natur-Tec ~~Asean~~India ~~LLC~~Private Limited and, therefore, indirectly owned by NTIC.

(32) Zerust ~~Vietnam~~Singapore ~~Co.~~Pte Ltd ~~and~~is ~~Zerust Taiwan Co., Ltd are~~ 100% owned by ~~Zerust~~NTI ~~Singapore~~Asean ~~Pte~~LLC ~~Ltd~~ and, therefore, indirectly owned by NTIC.

~~NTIC~~(3) ~~participates~~Zerust inVietnam ~~15 active joint venture arrangements in North America, Europe, and Asia~~Co. ~~Each~~ ofLtd ~~these joint ventures generally manufactures~~ and ~~markets~~Zerust ~~products~~Taiwan ~~in the geographic territory to which it is assigned~~Co. ~~NTIC’s~~, ~~joint~~Ltd ~~ventures~~are ~~exclusively~~100% ~~sell~~owned ~~rust~~by ~~and~~Zerust ~~corrosion~~Singapore ~~inhibiting~~Pte ~~products. NTIC~~Ltd ~~has historically funded its investments in joint ventures with cash generated from operations. NTIC accounts for the investments~~ and financial results of its joint ventures in its consolidated financial statements utilizing the equity method of accounting. The following table sets forth a list of NTIC’s operating joint ventures as of November 19, ~~2024~~therefore, ~~the~~indirectly ~~country~~owned inby ~~which the joint venture is organized, and~~ NTIC~~’s ownership percentage in each joint venture:~~.

Joint Venture Name	Country	NTIC Percent (%) Ownership
ACOBAL SAS	France		50%
CHONG WAH-NTIA SDN. BHD.	Malaysia (1)		30%
EXCOR KORROSIONSSCHUTZ – TECHNOLOGIEN UND PRODUKTE GMBH	Germany		50%
EXCOR SP. Z.O.O.	Poland		50%
EXCOR-ZERUST S.R.O.	Czech Republic		50%
KOREA ZERUST CO., LTD.	South Korea (1)		30%
PT. CHEMINDO – NTIA	Indonesia (1)		30%
TAIYONIC LTD.	Japan		50%
ZERUST – DNEPR	Ukraine		50%
ZERUST (U.K.) LTD.	United Kingdom		50%
ZERUST A.Ş.	Turkey		50%
ZERUST AB	Sweden		50%
ZERUST CONSUMER PRODUCTS, LLC	United States		50%
ZERUST OY	Finland		50%
ZERUST SPECIALTY TECH CO. LTD.	Thailand (1)		30%

NTIC participates in 15 active joint venture arrangements in North America, Europe, and Asia. Each of these joint ventures generally manufactures and markets products in the geographic territory to which it is assigned. NTIC’s joint ventures exclusively sell rust and corrosion inhibiting products. NTIC has historically funded its investments in joint ventures with cash generated from operations. NTIC accounts for the investments and financial results of its joint ventures in its consolidated financial statements utilizing the equity method of accounting. The following table sets forth a list of NTIC’s operating joint ventures as of November 20, 2025, the country in which the joint venture is organized, and NTIC’s ownership percentage in each joint venture:

____________________

Joint Venture Name	Country	NTIC Percent (%) Ownership
ACOBAL SAS	France	50%
CHONG WAH-NTIA SDN. BHD.	Malaysia⁽¹⁾	30%
EXCOR KORROSIONSSCHUTZ – TECHNOLOGIEN ….UND PRODUKTE GMBH	Germany	50%
EXCOR SP. Z.O.O.	Poland	50%
EXCOR-ZERUST S.R.O.	Czech Republic	50%
KOREA ZERUST CO., LTD.	South Korea⁽¹⁾	30%
PT. CHEMINDO – NTIA	Indonesia⁽¹⁾	30%
TAIYONIC LTD.	Japan	50%
ZERUST – DNEPR	Ukraine	50%
ZERUST (U.K.) LTD.	United Kingdom	50%
ZERUST A.Ş.	Turkey	50%
ZERUST AB	Sweden	50%
ZERUST CONSUMER PRODUCTS, LLC	United States	50%
ZERUST OY	Finland	50%
ZERUST SPECIALTY TECH CO. LTD.	Thailand⁽¹⁾	30%

~~(1) Indirect ownership interest through NTI Asean.~~____________________

~~For~~(1) ~~more~~Indirect ~~information~~ownership ~~regarding~~interest ~~NTIC’s~~through ~~joint~~NTI ~~ventures and their effect on NTIC’s operating results, see NTIC’s consolidated financial statements in “Part II~~Asean. ~~Item 8. Financial Statements and Supplementary Data” and “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report.~~

~~Products~~For more information regarding NTIC’s joint ventures and their effect on NTIC’s operating results, see NTIC’s consolidated financial statements in “Part II. Item 8. Financial Statements and Supplementary Data” and “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report.

NTIC derives revenues directly and/or indirectly through its subsidiaries and joint ventures from two reportable business segments based on products sold, customer base, and distribution center: ZERUST® corrosion prevention solutions and Natur-Tec® resin compounds and finished products.Products

~~ZERUST® Corrosion Prevention Solutions. In fiscal 2024, 74.2% of~~ NTIC’s ~~consolidated~~derives ~~net~~revenues ~~sales~~directly ~~were derived from developing, manufacturing~~ and/or ~~marketing~~indirectly ~~ZERUST®~~through ~~rust~~its ~~and~~subsidiaries ~~corrosion inhibiting products~~ and ~~services.~~joint ~~NTIC’s~~ventures ~~consolidated~~from ~~net~~two ~~sales~~reportable inbusiness ~~fiscal~~segments ~~2024~~based ~~included~~on ~~$63,092,575 in sales of ZERUST® rust and corrosion inhibiting~~ products ~~and services~~sold, ancustomer ~~increase~~base, ~~of 2.2% from such sales in fiscal 2023. Corrosion not only damages the appearance of metal products~~ and ~~components~~distribution ~~but~~center: also negatively impacts their mechanical performance. This applies to the rusting of ferrous metals (iron and steel) and the deterioration by oxidation of nonferrous metals (aluminum, copper, brass, etc.). NTIC’s ZERUST® corrosion prevention solutions ~~include plastic~~ and ~~paper~~Natur-Tec® ~~packaging,~~resin ~~powders,~~compounds ~~liquids, coatings, rust removers, cleaners, diffusers,~~ and ~~engineered~~finished ~~solutions for the oil and gas industry as well as technical corrosion management and consulting services~~products.

~~Plastic and Paper Packaging. NTIC’s~~ ZERUST® ~~packaging~~Corrosion ~~products~~Prevention ~~contain~~Solutions. ~~proprietary~~In ~~chemical~~fiscal ~~formulations that continuously release an invisible~~2025, ~~odorless~~74.2% ~~and~~of ~~non-toxic~~NTIC’s ~~vapor~~consolidated ~~that~~net ~~forms~~sales awere ~~passivating~~derived ~~layer~~from ondeveloping, ~~any~~manufacturing ~~metal surfaces it comes in contact with~~ and ~~thereby~~marketing ~~inhibits~~ZERUST® rust and corrosion. ~~The corrosion~~ inhibiting ~~protection~~products isand ~~maintained~~services. ~~only~~NTIC’s asconsolidated ~~long~~net assales ~~the~~in ~~metal~~fiscal ~~products~~2025 toincluded be$62,488,397 ~~protected~~in ~~remain~~sales ~~enclosed~~of ~~within the~~ ZERUST® ~~packaging.~~rust ~~Electron~~and ~~scanning~~corrosion ~~shows~~inhibiting ~~that~~products ~~once~~and ~~metal~~services, ~~products~~a ~~are~~decrease ~~removed~~of 1.0% from ~~the~~such ~~ZERUST®~~sales ~~packaging,~~in ~~the~~fiscal ~~ZERUST®~~2024. ~~protective~~Corrosion ~~layer~~not ~~dissipates~~only ~~from~~damages the ~~contents’~~appearance ~~surfaces~~of ~~within~~metal ~~two~~products ~~hours,~~and ~~leaving~~components abut ~~clean,~~also ~~dry,~~negatively ~~and~~impacts ~~corrosion-free~~their ~~metal~~mechanical ~~component~~performance. This ~~mechanism~~applies ~~of corrosion protection enables NTIC’s customers~~ to ~~easily~~the ~~package~~rusting ~~metal~~of ~~objects~~ferrous ~~for~~metals ~~rust-free~~(iron ~~shipment~~ and~~/or~~ ~~long-term~~steel) ~~storage. Furthermore, by eliminating costly greasing~~ and ~~degreasing~~the ~~processes~~deterioration ~~and/or~~by ~~significantly~~oxidation ~~reducing the use~~ of ~~certain~~nonferrous ~~coatings~~metals to(aluminum, ~~inhibit~~copper, ~~corrosion~~brass, etc.). NTIC’s ZERUST® corrosion prevention solutions ~~provide~~include ~~customers~~plastic ~~significant~~and ~~savings~~paper aspackaging, ~~compared~~powders, toliquids, ~~traditional~~coatings, ~~methods~~rust ofremovers, ~~corrosion prevention in terms of labor~~cleaners, ~~material~~diffusers, and ~~capital~~engineered ~~expenditures~~solutions for ~~equipment~~the tooil ~~apply, remove,~~ and ~~dispose~~gas ofindustry ~~oils and greases,~~ as well as ~~environmental,~~technical ~~health~~corrosion ~~and~~management ~~safety benefits provided by not having to handle~~ and ~~work~~consulting ~~with hazardous chemicals~~services.

Plastic and Paper Packaging. NTIC’s ~~was~~ZERUST® ~~the~~packaging ~~first~~products incontain ~~the~~proprietary ~~world~~chemical toformulations ~~develop~~that ~~the~~continuously ~~means~~release ofan ~~infusing~~invisible, ~~volatile~~odorless ~~corrosion~~and ~~inhibiting~~non-toxic ~~chemical~~vapor ~~compounds~~that ~~(VCIs)~~forms ~~into~~a ~~polyethylene~~passivating ~~and~~layer ~~polypropylene~~on ~~resins.~~any ~~Combining~~metal ~~ZERUST®~~surfaces ~~chemical~~it ~~compounds~~comes ~~with~~in ~~polyethylene~~contact with and ~~polypropylene~~thereby ~~resins~~inhibits ~~permitted~~rust ~~NTIC~~and tocorrosion. ~~introduce~~The acorrosion ~~line~~inhibiting ofprotection ~~plastic~~is ~~packaging~~maintained ~~products~~only inas long as the ~~form~~metal ofproducts ~~low~~to ~~and~~be ~~high-density~~protected ~~polyethylene~~remain ~~bags~~enclosed ~~and~~within ~~shroud~~the ~~film,~~ZERUST® ~~including~~packaging. ~~stretch,~~Electron ~~shrink,~~scanning ~~skin,~~shows ~~and~~that ~~bubble~~once ~~cushioning~~metal ~~film,~~products ~~thereby~~are ~~giving~~removed ~~customers~~from the ~~ability~~ZERUST® topackaging, ~~ship~~the ~~and~~ZERUST® ~~store~~protective ~~ferrous,~~layer ~~nonferrous,~~dissipates ~~and~~from ~~mixed-metal~~the ~~products~~contents’ insurfaces within two hours, leaving a clean, dry, and corrosion-free ~~condition,~~metal atcomponent. anThis ~~overall~~mechanism ~~savings~~of incorrosion ~~total~~protection ~~process~~enables ~~costs.~~NTIC’s Incustomers ~~addition~~ to ~~plastic~~easily ~~packaging,~~package ~~NTIC~~metal ~~has~~objects ~~also~~for ~~developed~~rust-free ~~VCI~~shipment ~~compounds~~and/or tolong-term ~~imbue~~storage. ~~kraft paper~~Furthermore, ~~corrugated~~by ~~cardboard,~~eliminating ~~solid~~costly ~~fiber,~~greasing and ~~chipboard~~degreasing ~~packaging~~processes ~~materials~~and/or ~~with~~significantly ~~corrosion~~reducing ~~protection~~the ~~properties.~~use of certain coatings to inhibit corrosion, NTIC’s ZERUST® ~~plastic~~corrosion ~~and~~prevention ~~paper~~solutions ~~packaging~~provide ~~products~~customers ~~come~~significant insavings ~~various~~as ~~thicknesses,~~compared ~~strength~~to ~~enhancements,~~traditional ~~protection~~methods ~~types~~of corrosion prevention in terms of labor, ~~shapes~~material, and ~~sizes.~~capital ~~This~~expenditures ~~product~~for ~~line~~equipment ~~also~~to ~~includes~~apply, ~~items~~remove, ~~such~~and asdispose ~~ZERUST®~~of ~~gun~~oils ~~cases~~and greases, ~~car~~as ~~covers~~well as environmental, health and ~~tool-drawer~~safety ~~liners,~~benefits ~~which~~provided ~~are~~by ~~targeted~~not athaving ~~retail~~to ~~consumers~~handle and work with hazardous chemicals.

~~Liquids~~NTIC ~~and~~was ~~Coatings.~~the ~~NTIC’s~~first ~~corrosion~~in ~~prevention~~the ~~solutions~~world ~~include~~to adevelop ~~line~~the means of ~~metal~~infusing ~~surface~~volatile ~~treatment~~corrosion ~~liquids~~inhibiting chemical compounds (VCIs) into polyethylene and ~~coatings,~~polypropylene ~~which~~resins. ~~are~~Combining ~~oil,~~ZERUST® ~~water,~~chemical orcompounds ~~bio-solvent~~with ~~based,~~polyethylene and ~~are~~polypropylene ~~marketed~~resins ~~under~~permitted ~~brand~~NTIC ~~names~~to ~~including~~introduce ~~Axxatec™,~~a ~~Axxanol™,~~line of plastic packaging products in the form of low and Zhigh-~~Maxx™.~~density ~~These~~polyethylene ~~liquids~~bags and ~~coatings~~shroud ~~provide~~film, ~~powerful~~including ~~protection~~stretch, inshrink, ~~aggressively~~skin, ~~corrosive~~and ~~environments~~bubble cushioning film, ~~such~~thereby asgiving ~~salt~~customers ~~air,~~the ~~high~~ability ~~humidity,~~to ship and~~/or~~ ~~high~~store ~~temperatures.~~ferrous, ~~Products~~nonferrous, ~~are~~and ~~formulated~~mixed-metal ~~for~~products ~~most~~in ~~metal~~a ~~types~~clean, dry, and ~~protection~~corrosion-free ~~levels~~condition, at an overall savings in total process costs. ~~For~~In ~~exceptionally~~addition ~~harsh~~to ~~environments~~plastic packaging, ~~customers~~NTIC ~~may~~has ~~choose~~also developed VCI compounds to ~~use~~imbue akraft ~~combination~~paper, ofcorrugated ~~NTIC’s~~cardboard, ~~liquids~~solid fiber, and ~~coatings~~chipboard packaging materials with corrosion protection properties. NTIC’s ZERUST® plastic and~~/or~~ paper packaging products tocome ~~achieve~~in ~~robust~~various ~~corrosion~~thicknesses, ~~protection~~strength ~~during~~enhancements, ~~manufacturing~~protection types, ~~shipping~~shapes, and ~~warehousing stages~~sizes.

3Liquids and Coatings. NTIC’s corrosion prevention solutions include a line of metal surface treatment liquids and coatings, which are oil, water, or bio-solvent based, and are marketed under brand names including Axxatec™, Axxanol™, and Z-Maxx™. These liquids and coatings provide powerful protection in aggressively corrosive environments, such as salt air, high humidity, and/or high temperatures. Products are formulated for most metal types and protection levels. For exceptionally harsh environments, customers may choose to use a combination of NTIC’s liquids and coatings with ZERUST® plastic and/or paper products to achieve robust corrosion protection during manufacturing, shipping, and warehousing stages.

Rust Removers and Cleaners. NTIC also sells rust removal and cleaning products, under the Axxaclean™ brand name, designed to restore rusty parts to a usable condition without the use of labor-intensive, abrasive cleaners that damage surfaces and commonly fail to remove rust from complex metal surfaces, like the teeth of small gears.3

~~Diffusers.~~Rust ~~NTIC’s~~Removers ~~corrosion~~and ~~prevention~~Cleaners. ~~solutions~~NTIC ~~include~~also asells ~~line~~rust ofremoval ~~corrosion~~and ~~inhibiting~~cleaning ~~vapor diffusers~~products, ~~such~~under asthe ~~ZERUST®~~Axxaclean™ ~~ActivPak®,~~brand ~~ZERUST® ICT® Vapor Capsules~~name, ~~ZERUST® ICT® Plastabs®, ZERUST® ICT® Cor-Tabs®, ZERUST® ICT® Pipe Strip, and ZERUST® ICT® Tube Strip. These diffusers are~~ designed to ~~protect~~restore ~~metals~~rusty ~~within~~parts ~~enclosures, like switch gearboxes and electronics cabinets, or can be used as extra protection when added~~ to ~~ZERUST®~~a ~~packaging~~usable ~~products.~~condition ~~Diffusers~~without ~~work by permeating~~ the ~~interior~~use ~~air~~ of anlabor-intensive, ~~enclosure~~abrasive ~~with~~cleaners anthat ~~invisible~~damage surfaces and ~~odorless~~commonly ~~corrosion~~fail ~~inhibiting~~to ~~vapor~~remove ~~that~~rust ~~settles~~from ascomplex ~~a protective layer on all~~ metal surfaces, ~~that~~like ~~are within~~ the ~~range~~teeth of asmall ~~specific “radius of protection” for a period of one or two years depending on the product model~~gears. ~~This invisible and dry protective layer revaporizes and dissipates into the air upon removal of a diffuser from an enclosure, leaving all surfaces clean, dry, residue-free, and corrosion-free.~~

~~Z-CIS~~Diffusers. NTIC’s corrosion prevention solutions include a line of corrosion inhibiting vapor diffusers, such as ZERUST® ~~Technical~~ActivPak®, ~~Services.~~ZERUST® AsICT® anVapor ~~on-going~~Capsules, ~~effort~~ZERUST® toICT® ~~help~~Plastabs®, ~~NTIC’s~~ZERUST® ~~customers~~ICT® ~~improve~~Cor-Tabs®, ZERUST® ICT® Pipe Strip, and ~~control~~ZERUST® ~~their~~ICT® ~~corrosion~~Tube ~~management~~Strip. ~~processes~~These diffusers are designed to protect metals within enclosures, ~~NTIC~~like ~~markets~~switch gearboxes and ~~offers~~electronics ~~unique~~cabinets, ~~corrosion~~or ~~management~~can ~~and~~be ~~consulting~~used ~~services~~as toextra ~~target~~protection ~~customers.~~when ~~This~~added to ZERUST® packaging products. Diffusers work by permeating the interior air of an enclosure with an invisible and odorless corrosion ~~inhibition~~inhibiting ~~system~~vapor ~~(known~~that settles as ~~Z-CIS®)~~a ~~leverages~~protective ~~NTIC’s~~layer ~~global~~on ~~network~~all tometal ~~dispatch~~surfaces ~~highly-trained~~that ~~technical~~are ~~service~~within ~~engineers~~the torange ~~customer~~of ~~sites~~a tospecific ~~solve~~“radius ~~complex~~of ~~corrosion~~protection” ~~problems~~for a period of one or two years depending on the product model. ~~Several~~This ~~major~~invisible ~~automotive~~and ~~companies~~dry protective layer revaporizes and ~~their~~dissipates ~~automotive~~into ~~parts~~the ~~suppliers~~air ~~have~~upon ~~used~~removal ~~NTIC’s~~of ~~Z‑CIS®~~a ~~system~~diffuser from an enclosure, leaving all surfaces clean, dry, residue-free, and corrosion-free.

~~ZERUST~~Z-CIS® ~~Corrosion~~Technical ~~Prevention Solutions Designed Specifically for the Oil and Gas Industry~~Services. ~~NTIC~~ ~~has~~As ~~developed~~an ~~proprietary engineered corrosion inhibiting solutions specifically to mitigate the types of corrosion that commonly form~~ on-going ~~the~~effort ~~capital assets used in the petroleum and chemical process industries and has targeted the sale of these ZERUST® corrosion solutions~~ to ~~potential~~help ~~customers in the oil and gas industry.~~ NTIC’s ~~consolidated net sales in fiscal 2024 included $9,229,279 in sales made to~~ customers inimprove ~~the oil~~ and ~~gas~~control ~~industry,~~their ~~an increase of 18.3% from such sales in fiscal 2023. In fiscal 2024, sales of ZERUST®~~ corrosion ~~prevention~~management ~~solutions to large customers in the oil and gas industry continued to become more consistent~~processes, ~~with~~NTIC ~~these~~markets ~~customers continuing to re-order products. Sales within the U.S. also stabilized somewhat,~~ and ~~key~~offers ~~customer~~unique ~~relationships were expanded. While NTIC believes these trends show increased acceptance of~~ corrosion ~~solutions~~management ~~for the oil~~ and ~~gas~~consulting ~~industry, NTIC anticipates that its sales of ZERUST® products and~~ services ~~into the oil and gas industry will continue~~ to ~~remain~~target ~~subject to significant volatility, specifically due to economic factors, such as potential crude oil price changes and global supply/demand churn~~customers. ~~NTIC~~This ~~anticipates that its sales of~~ ZERUST® ~~products~~corrosion ~~and~~inhibition ~~services~~system ~~into~~(known ~~the~~as ~~oil and gas industry may be subject to additional volatility due to uncertainty caused by certain environmental policies and priorities of the current administration. Demand for ZERUST~~Z-CIS®) ~~oil~~leverages ~~and gas products around the world depends primarily on market acceptance and the reach of~~ NTIC’s ~~distribution~~global network. ~~Because~~to ofdispatch ~~the~~highly-trained ~~typical~~technical ~~size~~service ofengineers ~~individual~~to ~~orders~~customer ~~and~~sites ~~overall~~to ~~size~~solve ofcomplex ~~NTIC’s~~corrosion ~~net~~problems. ~~sales~~Several ~~derived~~major ~~from~~automotive ~~sales~~companies ~~of oil~~ and ~~gas~~their ~~products,~~automotive ~~the~~parts ~~timing~~suppliers ofhave ~~one~~used ~~or more orders can materially affect~~ NTIC’s ~~sales~~Z‑CIS® ~~compared to prior fiscal year period sales~~system. ~~Projects in South America, Europe, the Middle East, and Southeast Asia are still a small but growing, strategically important part of the sales growth picture.~~

~~The~~ZERUST® ~~infrastructure/assets~~Corrosion ~~that~~Prevention ~~support~~Solutions Designed Specifically for the ~~oil~~Oil and ~~gas~~Gas ~~industry~~Industry. NTIC ~~are~~has ~~predominantly~~developed ~~constructed~~proprietary ~~using~~engineered ~~metals~~corrosion ~~that~~inhibiting ~~are~~solutions ~~highly~~specifically ~~susceptible~~ to mitigate the types of corrosion. ~~The~~that ~~industrial~~commonly ~~environment~~form aton ~~these~~the ~~facilities~~capital ~~usually~~assets ~~contains~~used ~~compounds,~~in ~~including~~the ~~sulfides~~petroleum and ~~chlorides,~~chemical ~~which~~process ~~cause~~industries ~~aggressive~~and has targeted the sale of these ZERUST® corrosion. ~~This~~solutions ~~problem~~to ~~affects~~potential ~~the~~customers ~~service~~in ~~life~~the oil and ~~safety~~gas ofindustry. NTIC’s ~~pipelines,~~consolidated ~~petroleum~~net ~~storage~~sales ~~tanks~~in fiscal 2025 included $7,317,704 ~~spare~~in ~~parts~~sales made to customers in ~~long-term~~the ~~storage,~~oil ~~coastal/offshore~~and ~~assets~~gas industry, ~~and~~a ~~other~~decrease ~~critical~~of ~~equipment~~20. In7% ~~addition~~from tosuch ~~the~~sales ~~costs~~in ~~associated~~fiscal ~~with~~2024. ~~the~~Despite ~~replacement~~this decrease, sales of ~~parts~~ZERUST® ~~and~~corrosion ~~structures,~~prevention ~~maintenance~~solutions ~~and~~to ~~repairs,~~large customers in the oil and ~~product~~gas ~~loss~~industry continued to become more consistent, ~~there~~with ~~are~~these ~~significant~~customers ~~economic~~continuing ~~losses~~to ~~associated~~re-order ~~with~~products. ~~critical~~Sales ~~infrastructure~~within ~~being~~the ~~down~~U.S. ~~for~~also ~~repair~~stabilized somewhat, and ~~maintenance~~key customer relationships were expanded globally. ~~Furthermore~~ In November 2025, ~~there~~Zerust ~~are~~Brazil ~~also~~secured ~~considerable~~a ~~health~~three-year offshore oil and gas production asset preservation contract with a leading global engineering, ~~safety~~procurement, and ~~environmental~~construction ~~risks~~company ~~caused~~to byprovide advanced corrosion ~~that~~protection ~~can~~solutions ~~greatly~~for ~~increase~~floating ~~economic~~production ~~losses~~storage and offloading units. While ~~the~~NTIC ~~industry~~believes ~~predominantly~~consistent ~~uses~~sales ~~various~~to ~~paints/coatings~~large customers, ~~engineered~~stabilized ~~alloys,~~sales ~~cathodic~~within ~~protection,~~the ~~etc~~U.S. toand ~~mitigate~~expanding ~~corrosion,~~customer ~~there~~relationships ~~are~~show ~~several~~increased ~~situations~~acceptance ~~where~~of ~~such~~corrosion ~~options~~solutions ~~are~~for ~~not~~the ~~feasible~~oil and, ingas ~~many such cases~~industry, NTIC ~~believes~~anticipates that its sales of ZERUST® products and services into the oil and gas ~~corrosion~~industry ~~prevention~~will ~~solutions~~continue ~~are~~to ~~more~~remain ~~effective~~subject atto ~~minimizing~~significant ~~maintenance~~volatility, ~~downtime~~specifically ondue ~~critical~~to economic factors, such as potential crude oil price changes and global supply/demand churn. Demand for ZERUST® oil and gas ~~industry~~products ~~infrastructure,~~around ~~extend~~the world depends primarily on market acceptance and the ~~life~~reach of ~~such~~NTIC’s ~~infrastructure,~~distribution network. Because of the typical size of individual orders and ~~reduce~~overall size of NTIC’s net sales derived from sales of oil and gas products, the ~~risk~~timing of ~~environmental~~one ~~pollution~~or ~~due~~more orders can materially affect NTIC’s sales compared to ~~leaks~~prior ~~caused~~fiscal byyear ~~corrosion~~period sales. Projects in South America, Europe, the Middle East, and Southeast Asia are still a small but growing, strategically important part of the sales growth picture.

~~NTIC’s~~The ~~rust~~infrastructure/assets that support the oil and gas industry are predominantly constructed using metals that are highly susceptible to corrosion. ~~inhibiting~~The ~~products~~industrial ~~for~~environment ~~the~~at ~~oil~~these facilities usually contains compounds, including sulfides and ~~gas~~chlorides, ~~industry~~which ~~include~~cause ~~ZERUST®~~aggressive ~~Flange~~corrosion. ~~Savers®~~This problem affects the service life and safety of pipelines, ~~ZERUST®~~petroleum ~~Zif~~storage ~~Tape~~tanks, ~~ZERUST®~~spare ~~ReCAST~~parts in long-~~SSB~~term ~~solutions~~storage, coastal/offshore assets, and ~~ZERUST®~~other ~~chemicals~~critical equipment. In addition to the costs associated with the replacement of parts and structures, ~~including~~maintenance ~~Zerion~~and ~~powders~~repairs, and ~~gels~~product loss, inthere ~~addition~~are significant economic losses associated with critical infrastructure being down for repair and maintenance. Furthermore, there are also considerable health, safety, and environmental risks caused by corrosion that can greatly increase economic losses. While the industry predominantly uses various paints/coatings, engineered alloys, cathodic protection, etc. to mitigate corrosion, there are several situations where such options are not feasible and, in many ofsuch ~~the~~cases, ~~standard~~NTIC ~~industrial~~believes that its ZERUST® ~~rust~~oil and gas corrosion ~~inhibiting~~prevention ~~products~~solutions ~~previously~~are ~~described~~more effective at minimizing 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.

ZERUST® Flange Savers® are specially designed covers that have been impregnated with a proprietary ZERUST® inhibitor formulation to provide corrosion protection for flanges, valves, and welded joints. Oil and gas pipeline segments are connected by flanges and welded joints of varying sizes, designs, and materials. These connection points often corrode under aggressive industrial environments and harsh operating conditions, thereby causing costly maintenance, operational, and safety problems. ZERUST® Flange Savers® are available in various sizes to accommodate different pipe diameters, pressure ratings, and international standards for pipeline valves and flanges.4

4NTIC’s rust and corrosion inhibiting products for the oil and gas industry include ZERUST® Flange Savers®, ZERUST® Zif Tape, ZERUST® ReCAST-SSB solutions, and ZERUST® chemicals, including Zerion powders and gels, in addition to many of the standard industrial ZERUST® rust and corrosion inhibiting products previously described.

ZERUST® ~~ReCAST-SSB~~Zif ~~solutions~~Tape ~~protect the Soil Side Bottoms (SSB) of aboveground storage tanks through a variety of unique~~ and ~~highly~~ZERUST® ~~effective~~Flange ~~delivery~~Savers® ~~systems~~are specially designed bycovers ~~the~~that ~~Zerust~~have ~~Oil~~been &impregnated ~~Gas~~with ~~team~~a ~~to deliver~~ proprietary ~~Zerion~~ZERUST® ~~FVS corrosion~~ inhibitor toformulation ~~spaces under tank bottoms that are susceptible~~ to ~~significant~~provide corrosion~~. Tank~~ ~~bottoms~~protection ~~are~~for ~~typically made of steel plates~~flanges, ~~which are in direct contact with a foundation surface that may be concrete~~valves, ~~sand/soil,~~and orwelded ~~asphalt/bitumen~~joints. ItOil isand ~~typically~~gas ~~not~~pipeline ~~possible~~segments toare ~~protect~~connected ~~this~~by ~~underside~~flanges ~~surface~~and ~~with~~welded ~~traditional~~joints ~~coatings. Cathodic~~of ~~protection~~varying ~~(CP)~~sizes, ~~systems can only provide partial protection~~designs, ~~but~~and ~~also have significant limitations that cause failures well ahead of the expected service life of a tank~~materials. ~~The ZERUST® solutions provide effective protection even to areas that cannot be addressed with CP.~~ These ~~are~~connection ~~engineered~~points ~~solutions~~often ~~where~~corrode ~~each~~under ~~system~~aggressive isindustrial ~~tailored~~environments toand aharsh ~~customer’s~~operating ~~requirements~~conditions, ~~depending~~thereby oncausing ~~factors~~costly ~~including the tank foundation design~~maintenance, ~~specific environmental conditions~~operational, and ~~tank~~safety ~~diameter~~problems.

ZERUST® ReCAST-SSB solutions protect the Soil Side Bottoms (SSB) of aboveground storage tanks through a variety of unique and highly effective delivery systems designed by the Zerust Oil & Gas team to deliver proprietary Zerion ~~powder-based~~FVS corrosion inhibitor to spaces under tank bottoms that are susceptible to significant corrosion. Tank bottoms are typically made of steel plates, which are in direct contact with a foundation surface that may be concrete, sand/soil, or asphalt/bitumen. It is typically not possible to protect this underside surface with traditional coatings. Cathodic protection (CP) systems can only provide partial protection but also have significant limitations that cause failures well ahead of the expected service life of a tank. The ZERUST® solutions ~~include~~provide effective protection even to areas that cannot be addressed with CP. These are engineered solutions where each system is tailored to a customer’s requirements depending on factors including the ~~following:~~tank foundation design, specific environmental conditions, and tank diameter.

●ZERUST® Zerion ~~FVS~~powder-based ~~is a unique~~ inhibitor ~~blend~~solutions ~~that~~include ~~is used in both~~ the SSB Solutions and in internal pipeline protection. This “best-in-class” product has been successfully deployed at multiple client sites in North and South America, Europe, the Middle East, India as well as other parts of Asia.following:

● Zerion ~~FAN-5~~FVS is a ~~lower~~unique ~~cost~~ inhibitor blend that is ~~very~~used ~~effective~~in atboth ~~protecting~~the ~~metals~~SSB ~~upon~~Solutions ~~contact.~~and Itin ~~can~~internal bepipeline ~~used~~protection. toThis ~~treat~~“best-in-class” ~~large~~product ~~volumes~~has ofbeen ~~water~~successfully ~~that~~deployed ~~may~~at bemultiple ~~used~~client ~~for~~sites ~~hydrotesting.~~in InNorth ~~combination~~and ~~with~~South ~~Zerion~~America, ~~FVS~~Europe, itthe ~~offers~~Middle aEast, ~~more~~India ~~complete~~as ~~solution~~well ~~for~~as ~~the~~other ~~protection~~parts of ~~pipelines~~Asia.

● ~~AutoFog~~Zerion FAN-5 is a ~~revolutionary~~lower ~~product~~cost inhibitor that ~~allows~~is ~~for~~very ~~the~~effective ~~quick~~at ~~VCI~~protecting ~~saturation~~metals ofupon ~~large~~contact. ~~volume~~It ~~spaces~~can ~~without~~be ~~the~~used ~~need~~to ~~for~~treat ~~mechanical~~large ~~“fogging”~~volumes ~~equipment.~~of ~~This~~water ~~rapid~~that ~~self-diffusing~~may ~~capability~~be isused ~~designed~~ for ~~sealed~~hydrotesting. ~~void~~In ~~spaces~~combination with Zerion FVS, ~~protection~~it ofoffers ~~large/complex~~a ~~assets~~more ~~like~~complete ~~heat~~solution ~~exchangers,~~for ~~and~~the ~~heater-treaters~~protection of pipelines.

~~Natur-Tec®~~● ~~Resin~~AutoFog ~~Compounds~~is ~~and Finished Products. In fiscal 2024, 25.8% of NTIC’s consolidated net sales were derived from~~ a ~~broad~~revolutionary ~~range~~product of bioplastic packaging solutions, including bio-based and certified compostable (fully biodegradable) polymer resin compounds, and finished products under the Natur-Tec® brand. NTIC’s consolidated net sales in fiscal 2024 included $21,966,942 in sales of Natur-Tec® resins and finished products, an increase of 20.9% compared to sales in fiscal 2023. Market drivers such as volatile petroleum prices, reduced dependence on foreign oil, reduced carbon footprints, requirements by multinational brands for sustainable packaging solutions that ~~meet~~allows Circular Economy and environmentally responsible end-of-life disposal mandates, and concerns about plastic residue in the environment have led to heightened interest in using sustainable, bio-based and renewable plant-biomass resources for the ~~manufacture~~quick ofVCI ~~plastics~~saturation ~~and industrial products. Plastics that are fully biodegradable in commercial composting or anaerobic digestor systems allow the safe and effective conversion~~ of ~~these~~large ~~plastics~~volume tospaces ~~carbon~~without ~~dioxide, water, and fertilizer at~~ the ~~end~~need offor ~~their~~mechanical ~~service~~“fogging” ~~life~~equipment. ~~Increased~~ ~~environmental~~This ~~and~~rapid ~~sustainability~~self-diffusing ~~awareness~~capability atis ~~the~~designed ~~corporate~~for ~~and~~sealed ~~consumer~~void ~~level~~spaces, ~~improved~~protection ~~technical properties and product functionality, as well as recent foreign, state, and local governmental regulations banning the use~~ of ~~conventional~~large/complex ~~plastics~~assets orlike ~~mandating~~heat ~~the use of certain biodegradable or compostable products~~exchangers, ~~including regulations in China, India~~ and ~~certain states in the U.S., have also fueled this interest in bio~~heater-~~based and biodegradable-compostable plastics~~treaters. The term “bio-plastics” encompasses a broad category of plastics that are either bio-based, which means derived from renewable resources such as corn or cellulosic/plant material or blends thereof, or are engineered to be fully commercially compostable, or both.

~~Resin Compounds.~~ Natur-Tec® ~~resin~~Resin ~~compounds~~Compounds ~~are~~and ~~produced~~Finished byProducts. ~~blending~~In ~~commonly~~fiscal ~~available base resins~~2025, ~~such~~25.8% asof ~~Ecoflex®~~NTIC’s ~~from~~consolidated ~~BASF,~~net ~~Ingeo®~~sales ~~PLA~~were derived from ~~NatureWorks~~a ~~LLC,~~broad ~~and~~range ~~Luminy®~~of ~~from~~bioplastic ~~Total-Corbion~~packaging ~~with~~solutions, ~~organic~~including bio-based and ~~inorganic~~certified ~~fillers~~compostable ~~and~~(fully ~~proprietary~~biodegradable) polymer ~~modifiers~~resin compounds, and ~~compatibilizers~~finished ~~using~~products under the Natur-Tec® brand. NTIC’s ~~proprietary~~consolidated net sales in fiscal 2025 included $21,746,077 in sales of Natur-Tec® resins and ~~patented~~finished ~~ReX~~products, ~~Process~~a slight decrease of 1. In0% ~~this~~compared ~~process~~to sales in fiscal 2024. Market drivers such as reduced carbon footprints, ~~biodegradable~~requirements ~~polymers~~by multinational brands for sustainable packaging solutions that meet Circular Economy and environmentally responsible end-of-life disposal mandates, ~~natural~~and ~~polymers~~concerns ~~made~~about ~~from~~plastic ~~renewable~~residue in the environment have led to heightened interest in using sustainable, bio-based and renewable plant-biomass resources, ~~and~~for ~~organic~~the manufacture of plastics and ~~inorganic~~industrial ~~materials~~products. Plastics that are ~~reactively~~fully ~~blended~~biodegradable in commercial composting or anaerobic digestor systems allow the ~~presence~~safe and effective conversion of ~~proprietary~~these ~~compatibilizers~~plastics to carbon dioxide, water, and ~~polymer~~fertilizer ~~modifiers~~at tothe ~~produce~~end ~~bio-based~~of their service life. Increased environmental and/ sustainability awareness at the corporate and consumer level, improved technical properties and product functionality, as well as recent foreign, state, and local governmental regulations banning the use of conventional plastics or mandating the use of certain biodegradable or compostable ~~polymer~~products, ~~resin~~including ~~formulations~~regulations ~~that~~in ~~exhibit~~China, ~~unique~~India and ~~stable~~certain ~~morphology~~states in the U.S., ~~Natur~~have also fueled this interest in bio-~~Tec®~~based ~~resin~~and ~~compounds~~biodegradable-compostable ~~are~~plastics. The ~~engineered~~term ~~for~~“bio-plastics” ~~high~~encompasses ~~performance,~~a ~~ease~~broad category of ~~processing~~plastics that are either bio-based, ~~and~~which ~~reduced~~means ~~cost~~derived ~~compared~~from torenewable ~~most~~resources ~~other~~such ~~bio-plastic~~as ~~materials~~corn ~~and~~or ~~can~~cellulosic/plant bematerial ~~processed~~or byblends ~~converters~~thereof, ~~using~~or ~~conventional~~are ~~plastic~~engineered ~~manufacturing~~to ~~processes~~be ~~and~~fully ~~equipment~~commercially compostable, or both.

5Resin Compounds. Natur-Tec® resin compounds are produced by blending commonly available base resins, such as Ecoflex® from BASF, Ingeo® PLA from NatureWorks LLC, and Luminy® from Total-Corbion with organic and inorganic fillers and proprietary polymer modifiers and compatibilizers using NTIC’s proprietary and patented ReX Process. In this process, biodegradable polymers, natural polymers made from renewable, plant-biomass resources, and organic and inorganic materials are reactively blended in the presence of proprietary compatibilizers and polymer modifiers to produce bio-based and/or compostable polymer resin formulations that exhibit unique and stable morphology. Natur-Tec® resin compounds are engineered for high performance, ease of processing, and reduced cost compared to most other bio-plastic materials and can be processed by converters using conventional plastic manufacturing processes and equipment.

~~Natur-Tec® resin compounds are sold in several grades tailored for a variety of applications, such as blown-film extrusion, profile extrusion, thermoforming, extrusion coating, and injection molding.~~ 5

Natur-Tec® ~~flexible film~~ resin compounds are ~~fully~~sold ~~commercially~~in ~~compostable~~several ~~and~~grades ~~meet~~tailored ~~the requirements of international standards~~ for ~~compostable~~a ~~plastics,~~variety ~~such~~of as ASTM (American Society for Testing and Materials) D6400 (U.S.), EN 13432 (European standards for products and services by European Committee for Standardization), and ISO (International Organization for Standardization) 17088, and are certified as 100% compostable by organizations including the BPI (Biodegradable Products Institute) in the United States and TÜV Austria in Europe. Natur-Tec® film resin compounds can be used to produce film for applications, such as ~~bags, including compost bags, lawn and leaf bags, carry~~blown-~~out~~film ~~bags~~extrusion, ~~agricultural~~profile ~~film~~extrusion, ~~and consumer and industrial packaging. Natur-Tec® film resin compounds are also used to produce bags and covers for branded apparel packaging and to manufacture specialty foodservice items~~thermoforming, ~~such~~extrusion ~~as compostable drinking straws~~coating, ~~thermoformed lids~~ and ~~disposable~~injection ~~food-handling gloves~~molding.

~~The~~ Natur-Tec® ~~compostable~~flexible ~~extrusion~~film ~~coating~~ resin compounds are ~~bio-based~~fully commercially and ~~biodegradable~~home compostable and ~~are~~meet ~~designed~~the torequirements ~~replace~~of ~~conventional~~international ~~plastic~~standards ~~materials~~ for ~~extrusion~~compostable ~~coating~~plastics, ~~applications. Natur-Tec®~~such ~~extrusion~~as ~~coating~~ASTM ~~resin~~(American ~~compounds~~Society ~~are~~for ~~manufactured~~Testing ~~using sustainable~~ and ~~renewable~~Materials) ~~resources~~D6400 (U.S.), ~~per~~EN ~~the~~13432 ~~ASTM~~(European ~~D6866~~standards ~~standard,~~for ~~which~~products ~~allows~~and ~~companies~~services ~~and~~by ~~consumers~~European ~~the~~Committee ~~opportunity~~for toStandardization), ~~reduce~~and orISO ~~neutralize~~(International ~~their~~Organization ~~carbon~~for ~~footprint~~Standardization) 17088, and are ~~designed~~certified toas ~~meet~~100% compostable by organizations including the ~~requirements~~BPI of(Biodegradable ~~international~~Products ~~standards~~Institute) ~~for~~in ~~compostable~~the ~~plastics,~~United ~~such~~States asand ~~ASTM~~TÜV ~~D6400~~Austria in Europe. Natur-Tec® ~~extrusion~~film ~~coating~~ resin compounds ~~provide~~can ~~good~~be ~~adhesion~~used to ~~paper,~~produce anfilm ~~excellent~~for ~~print surface~~applications, ~~and~~such ~~good~~as ~~heat~~bags, ~~seal~~including ~~strength~~compost ~~and~~bags, ~~the~~lawn ~~coating~~and ~~material~~leaf isbags, ~~suitable~~carry-out ~~for~~bags, ~~food~~agricultural ~~contact applications~~film, ~~including~~and ~~both~~consumer ~~hot~~ and ~~cold~~industrial ~~applications~~packaging. Natur-Tec® ~~extrusion~~film ~~coating~~ resin compounds ~~can~~are bealso used ~~for~~to ~~coating~~produce ~~paper~~bags and ~~paperboards~~covers for ~~the~~branded apparel packaging and to manufacture ofspecialty ~~disposable~~foodservice ~~cups~~items, ~~plates~~such as compostable drinking straws, thermoformed lids and ~~other~~disposable ~~foodservice~~food-handling ~~items~~gloves.

The Natur-Tec® compostable ~~injection~~extrusion ~~molding~~coating resin compounds are bio-based and ~~compostable~~biodegradable and are designed to replace conventional plastic materials for ~~injection~~extrusion ~~molded~~coating ~~plastic~~ applications. Natur-Tec® ~~compostable~~extrusion ~~injection~~coating ~~molding~~ resin compounds are manufactured using sustainable and renewable resources, per the ASTM D6866 standard, which allows companies and consumers the opportunity to reduce or neutralize their carbon footprint and are designed to meet the requirements of international standards for compostable plastics, such as ASTM D6400 ~~and EN 13432~~. Natur-Tec® ~~compostable~~extrusion ~~injection~~coating ~~molding~~ resin compounds ~~can~~provide begood ~~used~~adhesion ~~for~~to ~~injection molded plastic applications~~paper, ~~such~~an asexcellent ~~cutlery,~~print ~~pens~~surface, ~~hangers, containers,~~ and ~~packaging. Natur-Tec®~~good ~~bio-based~~heat ~~injection~~seal ~~molding~~strength ~~resin~~and ~~compounds~~the ~~are~~coating ~~made~~material ~~with~~is atsuitable ~~least~~for ~~90%~~food ~~bio-based/renewable~~contact ~~resource-based materials~~applications, ~~per~~including ~~the~~both ~~ASTM~~hot ~~D6866 standard,~~ and ~~are~~cold ~~meant to enhance sustainability by replacing petroleum-based plastics~~applications. Natur-Tec® ~~bio-based~~extrusion ~~injection~~coating ~~molding~~ resin compounds ~~exhibit the same properties as conventional plastic materials and~~ can be used infor ~~applications~~coating ~~such~~paper asand ~~automotive~~paperboards ~~components,~~for ~~consumer~~the ~~goods,~~manufacture ~~electronics,~~of ~~medical~~disposable ~~products~~cups, ~~furniture~~plates, and ~~packaging~~other foodservice items.

~~Finished~~The ~~Products.~~ Natur-Tec® ~~finished products include totally biodegradable and~~ compostable ~~trash~~injection ~~bags,~~molding ~~agricultural~~resin ~~film,~~compounds ~~and~~are ~~other single~~bio-~~use~~based ~~disposable~~and ~~products,~~compostable ~~such~~and asare ~~food~~designed ~~and~~to ~~consumer~~replace ~~goods~~conventional ~~packaging~~plastic ~~currently~~materials ~~marketed~~for ~~under~~injection ~~the~~molded ~~Natur-Bag®~~plastic ~~brand~~applications. ~~The~~ Natur-~~Bag~~Tec® ~~product~~compostable ~~line~~injection ~~offers~~molding 15resin ~~different~~compounds ~~compostable~~are ~~trash~~manufactured ~~bag~~using ~~sizes,~~sustainable ~~from~~and ~~3-gallon~~renewable ~~to 96-gallon~~resources, asper ~~well~~the asASTM ~~shopper~~D6866 ~~bags~~standard, ~~produce bags~~ and ~~gloves. The bags~~ are ~~available~~designed into ~~various~~meet ~~SKU~~the ~~configurations,~~requirements ~~including~~of ~~retail~~international ~~packs~~standards ~~that~~for ~~are~~compostable ~~sold~~plastics, tosuch ~~the~~as ~~consumer~~ASTM ~~either~~D6400 ~~through~~and ~~retail~~EN ~~outlets~~13432. Natur-Tec® orcompostable ~~through~~injection ~~online~~molding ~~stores~~resin ~~and~~compounds ~~industrial~~can ~~case~~be ~~packs~~used ~~that~~for ~~are~~injection ~~sold~~molded toplastic ~~commercial~~applications, ~~and~~such ~~industrial~~as ~~customers~~cutlery, ~~primarily~~pens, ~~through~~hangers, ~~national~~containers, and ~~regional wholesalers and distributors~~packaging. ~~The~~ Natur-~~Bag~~Tec® ~~products are manufactured from the Natur~~bio-~~Tec®~~based ~~flexible~~injection ~~film~~molding resin compounds ~~and thus~~ are ~~fully~~made ~~biodegradable~~with ~~and~~at ~~compostable.~~least ~~These~~90% ~~products~~bio-based/renewable ~~are~~resource-based ~~certified~~materials, ~~fully~~per ~~commercially compostable and carry~~ the ~~BPI~~ASTM ~~Compostable~~D6866 ~~logo~~standard, ~~in the United States~~ and ~~the~~are ~~TÜV~~meant ~~Austria~~to OKenhance ~~Compost~~sustainability ~~logo~~by inreplacing ~~Europe~~petroleum-based plastics. ~~Furthermore,~~Natur-Tec® ~~these~~bio-based ~~products~~injection ~~were~~molding ~~also~~resin ~~independently~~compounds ~~tested~~exhibit ~~and approved for use in organic waste diversion systems by Cedar Grove, one of~~ the ~~largest~~same ~~compost~~properties ~~operators~~as inconventional ~~the~~plastic ~~United States~~materials.

~~Sales~~Finished Products. Natur-Tec® finished products include biodegradable and compostable trash bags, ~~Marketing~~agricultural film, and ~~Distribution~~other single-use disposable products, such as food and consumer goods packaging currently marketed under the Natur-Bag® brand. The Natur-Bag® product line offers 15 different compostable trash bag sizes, from 3-gallon to 96-gallon, as well as shopper bags, produce bags and gloves. The bags are available in various SKU configurations, including retail packs that are sold to the consumer either through retail outlets or through online stores and industrial case packs that are sold to commercial and industrial customers primarily through national and regional wholesalers and distributors. The Natur-Bag® products are manufactured from the Natur-Tec® flexible film resin compounds and thus are fully biodegradable and compostable. These products are certified fully commercially and home compostable and carry the BPI Compostable logo in the United States and the TÜV Austria OK Compost and OK Home Compost logos in Europe. These products were also independently tested and approved for use in organic waste diversion systems by the Compost Manufacturers Alliance (CMA) in the United States.

~~ZERUST® Corrosion Prevention Solutions. In the United States~~Sales, ~~NTIC markets its ZERUST® rust and corrosion inhibiting products and services~~Marketing, ~~including its products designed for the oil~~ and gas industry, principally to industrial users in the automotive, electronics, electrical, mechanical, military, retail consumer, and oil and gas markets by a direct sales force and through a network of independent distributors, manufacturer’s sales representatives, and strategic partners. Prior to placing an order, NTIC’s technical service consultants work directly with the end users of NTIC’s ZERUST® products to analyze their specific corrosion prevention needs and develop systems to meet their performance requirements.Distribution

~~Internationally~~ZERUST® Corrosion Prevention Solutions. In the United States, NTIC ~~has~~markets ~~entered~~its ~~into~~ZERUST® arust ~~series~~and ofcorrosion ~~joint~~inhibiting ~~ventures~~products ~~with~~and ~~foreign~~services, ~~partners~~including ~~(either~~its ~~directly~~products ordesigned ~~through~~for athe ~~holding~~oil ~~company).~~and ~~NTIC~~gas ~~receives~~industry, ~~fees~~principally ~~for~~to ~~providing~~industrial ~~technical~~users ~~support~~in the automotive, ~~marketing~~general ~~assistance~~industrial, mechanical, mining, agricultural, and ~~other~~oil ~~services~~and togas ~~its~~markets ~~joint~~by ~~ventures~~a ~~based~~direct ~~primarily~~sales onforce ~~the~~and ~~net~~through ~~sales~~a network of ~~the~~independent ~~individual~~distributors, ~~joint~~manufacturer’s ~~ventures~~sales inrepresentatives, ~~accordance~~and strategic partners. Prior to placing an order, NTIC’s technical service consultants work directly with the ~~terms~~end users of ~~the~~NTIC’s ~~joint~~ZERUST® ~~venture~~products ~~arrangements.~~to ~~Such~~analyze ~~services~~their ~~include~~specific ~~consulting,~~corrosion ~~legal,~~prevention ~~insurance,~~needs ~~technical~~and develop systems to meet their performance requirements. In fiscal 2025, we added new salespeople and ~~marketing~~other ~~services~~resources to support future sales.

~~In China~~Internationally, NTIC ~~sells~~has ~~its~~entered ~~products~~into ~~and~~a ~~services~~series ~~through~~of ~~NTIC~~joint ~~China.~~ventures ~~NTIC~~with ~~has~~foreign ~~wholly~~partners ~~owned~~(either directly or ~~majority-owned~~through ~~subsidiaries~~a toholding ~~conduct~~company). ~~its~~NTIC ~~business~~receives infees ~~Brazil,~~for ~~Mexico~~providing technical support, ~~Vietnam~~marketing assistance, and ~~Singapore.~~other Inservices ~~addition,~~to ~~NTIC~~its ~~sells~~joint ~~its~~ventures ~~ZERUST~~based ~~products~~primarily on the net sales of the individual joint ventures in ~~India~~accordance ~~through~~with ~~this~~the ~~wholly~~terms ~~owned~~of ~~subsidiary~~the joint venture arrangements. Such services include consulting, ~~HNTI~~legal, ~~Limited~~insurance, technical, and marketing services.

With respect to the sales and marketing of ZERUST®rust and corrosion inhibiting products and services to the oil and gas industry, NTIC uses a combination of direct sales personnel, independent sales agents, and its joint venture network. In addition, in an attempt to penetrate the oil and gas industry within certain markets more quickly, NTIC has entered into various agreements with specific organizations that have existing long-term relationships with key oil and gas industry clients. NTIC also engages in certain direct marketing activities to build its brand within the oil and gas industry, such as traditional advertising and direct mail campaigns and presence and participation at selected key trade shows and technical forums. NTIC continues to believe the sale of its ZERUST® corrosion prevention solutions to customers in the oil and gas industry will involve long sales cycles, likely including multi-year trial periods with each user and a slow integration process thereafter.

Natur-Tec® Resin Compounds and Finished Products. In the United States, NTIC markets its Natur-Tec® resin compounds and finished products through a network of national and regional distributors and independent manufacturer’s sales representatives and two NTIC direct sales employees as of August 31, ~~2024~~2025. Target customers for Natur-Tec® finished products include individual consumers as well as commercial and institutional organizations, such as corporations and government agencies, and educational organizations, such as universities and school districts. NTIC is also targeting key national and regional retailers utilizing independent sales agents. Target customers for Natur-Tec® resin compounds include plastics converters and foodservice ware brands that would purchase Natur-Tec® resin compounds to manufacture and sell their own finished bio-based and compostable end products, such as film, bags, and cutlery. In June 2022, the State of California passed a law intended to reduce single-use plastics. Notably, the bill provides that, by 2032, all packaging must be recyclable or compostable. Additionally, as of November 1920, ~~2024~~2025, Colorado, Connecticut, Delaware, Hawaii, Maine, New Jersey, New York, Oregon, Rhode Island, Vermont and Washington had each enacted some form of ban on plastic bags. Numerous other charges or bans have been imposed on plastic bags at the county or municipality level in the United States. Accordingly, NTIC expects the U.S. market for bio-plastic solutions to ~~grow~~continue ~~substantially~~growing ~~during~~for the ~~next~~foreseeable ~~several years~~future.

Internationally, NTIC uses Natur-Tec India, Natur Tec Lanka, NTIC China and a network of international distributors to market its Natur-Tec® resin compounds and finished products. The government of ~~India~~China announced a ~~phased~~three-phase plan to ban onor restrict the ~~manufacture~~production, sale and ~~sale~~use of ~~single-use~~certain ~~plastics~~disposable plastic products beginning in ~~July 2022~~2020. The ~~first~~government ~~phase~~of ~~bans~~India ~~earbuds~~announced ~~and~~a ~~plastic~~phased ~~sticks~~ban ~~used~~on inthe ~~balloons~~manufacture and ~~ice~~sale ~~cream.~~of ~~The~~single-use ~~second~~plastics ~~phase~~beginning ~~bans~~in ~~plastic~~July ~~cigarette packets and plastic bags less than 100 microns thick~~2022. Notably, compostable plastics are exempt from ~~this~~these ~~ban~~bans. Accordingly, NTIC expects the market in China and India for bio-plastic packaging solutions to continue to grow ~~substantially~~for the foreseeable future.

NTIC’s Natur-Tec® resin compounds and finished products are produced at facilities in India, China, Vietnam, and the United States. NTIC’s Natur-Tec® resin compounds can be shipped to manufacturing facilities around the world, where they then can be converted into finished products, such as film, coated paper or food serviceware. NTIC’s Natur-Tec® finished products are manufactured using NTIC’s Natur-Tec® resin compounds by select sub-contractors.

Competition

ZERUST® Corrosion Prevention Solutions. While NTIC is unaware of any ~~third~~competitors ~~parties~~ with which NTIC competes on a worldwide basis with respect to its corrosion prevention solutions, NTIC does ~~compete~~have ~~with several third parties on a~~ regional ~~basis~~competitors. NTIC evaluates competing rust and corrosion inhibiting products on an ongoing basis. Some of NTIC’s competitors are established companies that may have financial resources, marketing capabilities, distribution networks and other resources substantially greater than those of NTIC. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to the promotion and sale of their products than NTIC. With respect to its rust and corrosion inhibiting products, NTIC competes on the basis of product innovation, quality, reliability, product support, customer service, reputation, and price. Some of NTIC’s competitors may have achieved significant market acceptance of their competing products and brand recognition. NTIC, however, believes it has an advantage over most of its competitors as a result of NTIC’s technical innovation and its value-added services. NTIC attempts to provide its customers with the highest level of technical service and applications engineering in addition to ZERUST® rust and corrosion inhibiting products. Nonetheless, the commoditization of certain of NTIC’s ZERUST® rust and corrosion inhibiting products has led, and may continue to lead, to lower prices and lower margins on such products. In addition, because certain barriers to entry are low, additional competitors may emerge, which likely would lead to ~~the~~ further commoditization of NTIC’s rust and corrosion inhibiting products.

With respect to the sales and marketing of ZERUST® rust and corrosion inhibiting products and services to the oil and gas industry, NTIC uses a combination of direct sales personnel, independent sales agents, and its joint venture network. In addition, in an attempt to penetrate the oil and gas industry within certain markets more quickly, NTIC has entered into various agreements with specific organizations that have existing long-term relationships with key oil and gas industry clients. NTIC also engages in certain direct marketing activities to build its brand within the oil and gas industry, such as traditional advertising and direct mail campaigns and presence and participation at selected key trade shows and technical forums. NTIC continues to believe the sale of its ZERUST® corrosion prevention solutions to customers in the oil and gas industry will involve long sales cycles, likely including multi-year trial periods with each user and a slow integration process thereafter.

Natur-Tec® Resin Compounds and Finished Products. With respect to NTIC’s Natur-Tec® resin compounds and finished products, NTIC competes with several established companies that have been producing and selling similar products for a ~~significantly~~ longer time period and have significantly more sales, more extensive and effective distribution networks, and better brand recognition than NTIC. Most of these companies also have substantially more financial and other resources than NTIC. NTIC competes on the basis of performance, brand awareness, distribution network, product availability, product offering, improved shelf life, place of manufacture, and price. Because of price competition, NTIC’s margins on its Natur-Tec® resin compounds and finished products are lower than its margins on its ZERUST® corrosion prevention solutions. NTIC also has encountered in the past and could continue to encounter additional supply constraints for the base polymer resins used to manufacture NTIC’s Natur-Tec® resin compounds and finished products since there are a limited number of suppliers of such base polymer resins and limited capacity for their production.

Research and Development

NTIC’s research and development activities are directed at improving existing products, developing new products, reducing costs, and improving quality assurance through improved testing of NTIC’s products. NTIC’s internal research and development activities are conducted at its facilities located in Circle Pines, Minnesota; Beachwood, Ohio; and Dresden, Germany under the direction of internationally known scientists and research institutes under exclusive contract with NTIC with respect to the subject of their respective research efforts. EXCOR has established a wholly- owned subsidiary, Excor Korrosionsforschung GmbH, to conduct research into new fields of corrosion inhibiting packaging and the applications engineering of such products in conjunction with NTIC’s domestic research and development operations. With respect to NTIC’s Natur-Tec® resin compounds and finished products, Ramani Narayan, Ph.D., a current director of NTIC and Distinguished Professor in the Department of Chemical Engineering & Materials Science at Michigan State University, provides his expertise and technical support to NTIC.

NTIC anticipates that it will spend between $4,~~800~~900,000 and $5,~~000~~100,000 in fiscal ~~2025~~2026 on research and development activities.

Intellectual Property Rights

NTIC’s success depends and will continue to depend in part upon its ability to maintain patent and trademark protection for its products and processes, to preserve its proprietary information and trade secrets, and to operate without infringing the proprietary rights of third parties. NTIC’s policy is to attempt to protect its technology by, among other things, filing patent applications and trademark applications and vigorously preserving the trade secrets covering its technology and other intellectual property rights.

In 1980, NTIC developed and patented the first polyolefin (plastic) based industrial corrosion inhibiting packing material in the world. The U.S. patent granted under this patent application became the most important intellectual property right in NTIC’s history. This patent expired in 2000. NTIC has since filed for 12 letters of patent in the United States covering various corrosion inhibiting technologies, systems, and applications and now owns several patents in these areas. These patents and patent applications have been extended to the countries of strategic relevance to NTIC, including Australia, Brazil, Canada, China, Europe, Japan, India, Korea, Mexico, Russia, and Taiwan. In addition, EXCOR owns several patents in the area covering various corrosion inhibiting technologies and has also applied for new patents on proprietary new corrosion inhibiting technologies. NTIC is also seeking additional patent protection covering various host materials into which its corrosion inhibiting additives and other protective features can be incorporated, proprietary new process technologies, and chemical formulations outside the area of corrosion protection. NTIC owns several patents outside the area of corrosion protection both in the United States and in countries of strategic relevance to NTIC, including the above-noted countries. NTIC holds 5five patents and patent applications in the Unites States covering various applications for biobased and compostable plastics. These patent and patent applications have been extended to countries of strategic relevance to NTIC, including Canada, Europe, UK, India, and China.

In addition to seeking patent protection, NTIC maintains an extensive portfolio of trademarks in countries where NTIC has a presence directly or through its subsidiaries and joint ventures. NTIC continuously pursues new trademark applications of strategic interest worldwide. NTIC owns the following U.S. registered trademarks: NTI®, NTI & Globe Design®, ZERUST®, EXCOR®, ICT®, Z-CIS®, COR TAB®, PLASTABS®, NATUR-TEC®, NATUR-TEC & Design®, NATUR-BAG® and NATUR-WARE®, ZERION®, AUTOFOG®, FLANGE SAVER®, and ACTIVPAK®. NTIC also has a registered trademark on the use of the Color Yellow with respect to corrosion inhibiting packaging. Furthermore, NTI®, ZERUST®, EXCOR®, the Color Yellow®, and NTI ASEAN®, as well as other marks, have been registered in the European Union, and several new applications are pending.

NTIC requires its employees, consultants, and advisors with access to its confidential information, including trade secrets, to execute confidentiality agreements upon commencement of their employment or consulting relationships with NTIC. These agreements generally provide that all confidential information NTIC develops or makes known to the individual during the course of the individual’s employment or consulting relationship with NTIC must be kept confidential by the individual and not disclosed to any third parties. NTIC also requires all of its employees and consultants who perform research and development for NTIC to execute agreements that generally provide that all inventions developed by these individuals during their employment or service arrangement with NTIC will fall under NTIC’s proprietary intellectual property rights.

Manufacturing

NTIC’s ZERUST®rust and corrosion inhibiting products are manufactured according to NTIC’s specifications primarily by selected independent sub-contractors under trade secrecy agreements and/or license agreements. In addition, NTIC manufactures select ZERUST®rust and corrosion inhibiting products, consisting primarily of liquids and powders, at its corporate headquarters location in Circle Pines, Minnesota.

NTIC’s Natur-Tec® resin compounds and finished products are produced at facilities in India, China, Vietnam, and the United States. NTIC’s Natur-Tec® resin compounds can be shipped to manufacturing facilities around the world, where they then can be converted into finished products, such as film or cutlery. NTIC’s Natur-Tec® finished products are manufactured using NTIC’s Natur-Tec® resin compounds by select sub-contractors.

NTIC is ISO 9001 certified with respect to the manufacturing of its products. NTIC believes that the process of ISO 9001 certification serves as an excellent total quality management tool, enabling NTIC to ensure consistency in the performance of its products. In addition, because potential customers may prefer or require manufacturers to have achieved ISO certification, such ISO certifications may provide NTIC with certain competitive advantages.

Availability of Raw Materials

NTIC does not typically carry excess quantities of raw materials because of historically widespread availability ~~for~~of such materials from various suppliers. However, with respect to its Natur-Tec® resin compounds and finished products, there are a limited number of domestic and international suppliers of the base resins used to manufacture the resin compounds and finished products, which occasionally contributes to supply issues. During fiscal 2024, for example, NTIC experienced some delays in obtaining these base resins due primarily to international shipping issues. While NTIC experienced longer lead times for raw materials during fiscal 2024 as a result of supply chain disruptions, raw material costs declined somewhat in fiscal 2024 compared to fiscal 2023.

In addition, a few raw materials and purchased parts used in NTIC’s rust and corrosion inhibiting products and Natur-Tec® finished products are sourced from suppliers who currently serve as NTIC’s sole source of supply for these materials and parts. Although NTIC believes it can obtain these raw materials and parts from other suppliers, an unexpected loss of supply over a short period of time, including as a result of future worldwide disruptions in supply, may not allow NTIC time to replace these sources in the ordinary course of business.

9Backlog

~~Backlog~~NTIC had an estimated order backlog of $4,184,415 as of August 31, 2025, compared to $5,837,430 as of August 31, 2024, which was generally across all business units. Sales relating to this backlog are expected to be realized during first quarter of fiscal 2026. These are orders that are held by NTIC pending release instructions from the customers to be used for just-in-time production. Customers generally place orders on an “as needed” basis and expect delivery within a relatively short period of time.

NTIC had an estimated order backlog of $5,837,430 as of August 31, 2024, compared to $5,337,717 as of August 31, 2023, which was generally across all business units. Sales relating to this backlog are expected to be realized during first quarter of fiscal 2025. These are orders that are held by NTIC pending release instructions from the customers to be used for just-in-time production. Customers generally place orders on an “as needed” basis and expect delivery within a relatively short period of time.9

Governmental Regulation

The U.S. Food and Drug Administration (FDA) has indicated to NTIC that it has no objection to the use of ZERUST®ICT® packaging products in protecting metal food containers and processing equipment. In addition, the manufacture, sale and use of NTIC’s Natur-Tec® resin compounds and finished products are subject to regulation in the United States by the FDA. The FDA’s regulations are concerned with substances used in food packaging materials. Thus, food and beverage containers are in compliance with FDA regulations if the components used in the food and beverage containers are approved by the FDA as indirect food additives for their intended uses and comply with the applicable FDA indirect food additive regulations or are generally recognized as safe for their intended uses and are of suitable purity for those intended uses. NTIC believes that its resin compounds are in compliance with all FDA requirements and that NTIC does not require further FDA approval prior to the sale of its products.

Human Capital Management

Headcount and Employee Demographics

As of August 31, ~~2024~~2025, NTIC had a total of 9594 employees, with 9391 full-time employees and 23 part-time employees, located in North America, consisting of 2728 in sales and marketing, 2824 in research and development and lab, 21 22 in administration, and 1920 in production. As of August 31, ~~2024~~2025, NTIC’s wholly- owned subsidiary in India, HNTI Limited, had 58 full-time employees, NTIC’s wholly owned subsidiary in China had 35 full-time employees, its majority-owned subsidiary in Brazil had 20 full-time employees, its majority-owned subsidiary in India, Natur -Tec India, had 40 full-time employees, its majority-owned subsidiary in Singapore, Zerust Singapore, had 1 full-time employee, its majority-owned subsidiary in Taiwan, Zerust Taiwan, had 9 full-time employees, its majority-owned subsidiary in Vietnam, Zerust Vietnam, had 6 full-time employees, its wholly owned subsidiary in UAE, Zerust Integrity Solutions Trading LLC, had 6 full-time employees, its wholly owned subsidiary in Germany, NTI Europe had 3 full-time employees, its wholly owned subsidiary in Mexico had no full-time employees, and its holding company, NTI Asean, had no full-time employees.

As of August 31, ~~2024~~2025, of our North American workforce, 41% are female, 3231% are racially or ethnically diverse and 65% are veterans. Of our global management team, 4038% are female and 2326% are racially or ethnically diverse. Of our eight Board members, ~~nearly~~three ~~40%~~members are female, and ~~nearly~~three ~~40%~~members are racially or ethnically diverse.

Turnover

NTIC continually monitors employee turnover rates as its success depends upon retaining highly trained engineering, manufacturing and operations personnel. The average tenure of our employees is nine years.

Management Team

NTIC believes its management team has the ~~experience~~ necessary experience to effectively execute its strategy and advance its product and technology leadership. The average tenure of the members of NTIC’s management team is 17 years.

Employee Unions, Collective Bargaining Agreements and Work Councils

There are no unions representing NTIC’s employees, and NTIC believes that its relations with its employees are good.

Health, Safety, Environment and ~~Environment~~Security

Health, safety, environment and ~~environment~~security (HSE&S) are the cornerstones of NTIC. NTIC is in the business of converting unique, environmentally beneficial materials science into value added products and services for industrial and consumer applications. NTIC believes that it is responsible to its worldwide customers, its people, its communities and its stockholders, and NTIC takes these responsibilities seriously. NTIC is dedicated to investing in the future of the planet and NTIC’s people and intends to continue to invest in HSE&S protection and improvements in a timely manner consistent with available technology.

NTIC is guided by its Policy Statement on HSE&S, which sets forth NTIC’s HSE&S objectives, including ensuring that all activities across the value chain are conducted in a manner which is consistent with NTIC’s quality management standard and HSE&S programs, ensuring that business activities are conducted to prevent harm and protect health and safety, and developing, manufacturing, distributing and marketing products and services with full regard for HSE&S aspects. To accomplish these objectives, NTIC intends to, among other things, establish targets within its quality management standard and HSE&S programs to measure progress and ensure continuous improvement, provide safe and healthy workplaces for its employees, contractors and other service providers, and provide continued training to enable employees to meet their responsibility to contribute to compliance with NTIC’s HSE&S objectives.

NTIC monitors conditions that could lead to safety incidents and keeps track of injuries through reporting systems in accordance with the laws in the jurisdictions in which NTIC operates. NTIC tracks this data to assess the quality of its safety performance. NTIC defines lost time incidents as work-related incidents where a worker sustains an injury that results in time away from work. NTIC had only one lost time incident in each ~~2024~~of fiscal 2025 and ~~2023~~2024.

~~Diversity~~Equal ~~and~~Opportunity, Inclusion and Workplace Culture

~~Diversity~~Equal ~~and~~opportunity ~~inclusion~~is ~~are~~ embedded in NTIC’s values and integrated into its strategies. NTIC’s Human Rights Policy was designed to align with the United Nations Global Compact and core elements of the United Nations Universal Declaration of Human Rights. NTIC is committed to providing an environment free of discrimination and harassment, where all individuals are accepted and treated with respect and dignity, can contribute fully, and have equal opportunities. NTIC has worked to build a diverse and inclusive workforce and is committed to equal opportunity. NTIC invests in building diverse talent pools and provides training to improve skills where appropriate. NTIC upholds and supports the right to equal treatment without discrimination or harassment.

~~Education~~NTIC is additionally guided by its Equal Opportunity, Non-Discrimination, and Anti-Harassment Policy and strives to create and maintain a work environment in which people are treated with dignity, decency, and respect. NTIC is an equal opportunity employer and believes that professional conduct furthers NTIC’s mission, promotes productivity, minimizes disputes, and enhances NTIC’s reputation. NTIC does not tolerate unlawful discrimination or harassment related to any legally protected characteristic or that otherwise violates its policy.

~~NTIC~~Compensation ~~offers an educational assistance benefit program to eligible employees. NTIC may reimburse all or part of the registration~~ and tuition costs for full-time employees who continue their education in a work-related field. In addition to educational assistance for formal education, NTIC may arrange training programs that enable employees to progress in their technical, commercial, or financial knowledge of NTIC’s business.Benefits

~~Compensation~~NTIC’s compensation program is designed to attract and ~~Benefits~~retain talented employees in the industry by offering competitive compensation and benefits. NTIC has established fair and competitive pay levels that are based on local markets and job descriptions and are not based on gender, age, ethnicity, nationality or other personal characteristics or beliefs. NTIC provides compensation and benefits that are competitive and comply with applicable laws, and NTIC commits to a fair and living wage.

NTIC’s ~~compensation~~employees ~~program~~have isimmediate ~~designed~~eligibility to ~~attract~~participate ~~and retain talented employees~~ in ~~the~~NTIC’s ~~industry~~401(k) byemployee ~~offering~~savings ~~competitive compensation and benefits~~plan. ~~NTIC~~Employees ~~has established fair and competitive pay levels that~~ are ~~based~~immediately onvested ~~local~~upon ~~markets~~contributing ~~and~~to ~~job~~the ~~descriptions~~401(k) ~~and~~employee ~~are~~savings ~~not~~plan. ~~based~~NTIC onmatches ~~gender,~~401(k) ~~age,~~contributions ~~ethnicity,~~made ~~nationality~~by oremployes ~~other~~and ~~personal~~may ~~characteristics~~also ormake ~~beliefs~~profit-sharing contributions. NTIC ~~provides~~believes ~~compensation~~these ~~and~~profit-sharing ~~benefits~~contributions ~~that~~ are ~~competitive~~a ~~and~~meaningful ~~comply~~way ~~with~~of ~~applicable~~sharing ~~laws, and~~ NTIC’s ~~commits~~success towith aits ~~fair and living wage~~employees.

To further the goal of sharing NTIC’s success with its employees ~~have~~and ~~immediate~~incentivizing ~~eligibility~~strong employee performance, NTIC may award cash bonuses to ~~participate~~its inemployees. Additionally, NTIC’s ~~401(k)~~has an employee ~~savings~~stock purchase plan., ~~Employees~~which ~~are~~allows ~~immediately~~employees ~~vested~~to ~~upon~~purchase ~~contributing~~NTIC tostock ~~the~~at ~~401(k)~~a ~~employee~~10% ~~savings~~discount ~~plan~~to fair market value. NTIC ~~matches~~believes ~~401(k)~~that ~~contributions~~this ~~made~~gives byemployees ~~employes~~an ~~and~~interest ~~may~~in ~~also~~providing ~~make~~for ~~profit-sharing~~the ~~contributions.~~continued ~~NTIC~~success ~~believes~~of ~~these~~the ~~profit-sharing~~business, ~~contributions~~encourages ~~are~~regular aand ~~meaningful~~scheduled ~~way~~investing, ofand ~~sharing~~is ~~NTIC’s~~a ~~success~~means ~~with~~of ~~its~~supplementing ~~employees~~individual savings programs.

ToAs ~~further~~part ~~the goal~~ of ~~sharing NTIC’s success with~~ its ~~employees~~compensation ~~and incentivizing strong employee performance~~package, NTIC ~~may~~provides ~~award~~employees ~~cash~~with ~~bonuses~~access to ~~its~~a ~~employees.~~medical ~~Additionally,~~plan ~~NTIC~~with ~~has~~ an employee-funded ~~stock~~health ~~purchase~~savings ~~plan,~~account ~~which~~option. ~~allows~~The ~~employees~~medical toplan ~~purchase~~has ~~NTIC~~no ~~stock~~co-pay, atand ~~a 10% discount to fair market value. NTIC believes that this gives~~ employees anare ~~interest~~not inrequired ~~providing~~to ~~for~~contribute ~~the~~toward ~~continued~~premium ~~success~~costs. ofDental, ~~the~~vision, ~~business~~life, ~~encourages~~and ~~regular~~long and ~~scheduled~~short-term ~~investing,~~disability ~~and~~insurance isplans aare ~~means~~also ofavailable ~~supplementing~~to ~~individual~~NTIC’s ~~savings programs~~employees.

AsNTIC ~~part~~prides ofitself ~~its~~on ~~compensation~~offering ~~package,~~employment arrangements that include competitive time off policies and flexibility. NTIC’s ~~provides~~full-time employees ~~with~~are ~~access~~eligible tofor apaid ~~medical~~holidays ~~plan~~and ~~with~~vacation antime ~~employee-funded~~based ~~health~~on ~~savings~~the ~~account~~length ~~option.~~of ~~The~~their ~~medical~~service, ~~plan~~ranging ~~has~~from no15 ~~co-pay,~~to ~~and~~25 ~~employees~~days. ~~are~~NTIC’s ~~not~~part-time ~~required~~employees toreceive ~~contribute~~compensation ~~toward~~for ~~premium~~paid ~~costs~~holidays as well. ~~Dental,~~NTIC ~~vision,~~offers ~~life,~~employees ~~and~~the ~~long~~opportunity ~~and~~to ~~short~~work remotely, requiring Tuesday in-~~term~~person ~~disability~~attendance ~~insurance~~for ~~plans~~office ~~are~~staff ~~also~~employees ~~available~~and topermitting ~~NTIC’s~~remote work in the discretion of individual employees the remaining days of the week.

~~NTIC~~Values ~~prides itself on offering employment arrangements that include competitive time off policies~~ and flexibility. NTIC’s full-time employees are eligible for paid holidays and vacation time based on the length of their service, ranging from 15 to 25 days. NTIC’s part-time employees receive compensation for paid holidays as well. NTIC offers employees the opportunity to work remotely, requiring Tuesday in-person attendance for office staff employees and permitting remote work in the discretion of individual employees the remaining days of the week.Ethics

~~Values~~In ~~and~~connection with NTIC’s core values, NTIC acts in accordance with its Code of Ethics. NTIC’s Code of Ethics requires its employees, officers and directors to be honest, trustworthy, conscientious, and dedicated to the highest standards of ethical business practices. Each employee, officer and director must know and abide by applicable laws. Additionally, NTIC holds its vendors to similar standards, as provided in its Vendor Code of Conduct, which sets forth the requirements that NTIC expects its vendors to comply with in order to operate lawfully, ethically and with integrity in every jurisdiction where they conduct business.

InAdditional connection with NTIC’s core values, NTIC acts in accordance with its Code of Ethics. NTIC’s Code of Ethics requires its employees, officers and directors to be honest, trustworthy, conscientious and dedicated to the highest standards of ethical business practices. Each employee, officer and director must know and abide by applicable laws.Information

Additional information about our human capital and people, including our HSE&S Policy, Human Rights Policy, Equal Opportunity, Non-Discrimination, and Anti-Harassment Policy, Code of Ethics, and Vendor Code of Conduct, is included on the Commitment to Environmental, Social, and Governance (ESG) page of the Investor Relations portion of our corporate website. Information contained or referenced on our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K.

~~Additional~~Available information about our human capital and people, including our HSE Policy, Human Rights Policy, Code of Ethics, is included on the Commitment to Environmental, Social and Governance (ESG) page of the Investor Relations portion of our corporate website. Information ~~contained or referenced on our website is not incorporated by reference and does not form a part of this Annual Report on Form 10-K.~~

~~Available~~NTIC ~~Information~~is a Delaware corporation that was originally organized as a Minnesota corporation in 1970. NTIC’s principal executive office is located at 4201 Woodland Road, Circle Pines, Minnesota 55014, and its telephone number is (763) 225-6600. NTIC’s website is located at www.ntic.com. References to NTIC’s website addressed in this report are provided as a convenience and as an inactive textual reference only. The information on NTIC’s website or any other website is not incorporated by reference into, and is not considered a part of, this report.

NTIC ismakes aavailable, ~~Delaware~~free ~~corporation~~of ~~that~~charge, ~~was~~through ~~originally~~its ~~organized~~website, asits aannual ~~Minnesota~~reports ~~corporation~~on inForm ~~1970.~~10-K, ~~NTIC’s~~quarterly ~~principal~~reports ~~executive~~on ~~office~~Form is10-Q, ~~located~~current atreports ~~4201~~on ~~Woodland~~Form ~~Road~~8-K, ~~Circle~~and ~~Pines,~~any ~~Minnesota~~amendments ~~55014,~~to ~~and~~any ~~its~~such ~~telephone~~reports ~~number~~filed isor ~~(763) 225-6600.~~furnished ~~NTIC’s~~pursuant ~~website~~to isSection ~~located~~13(a) ator ~~www.ntic.com.~~15(d) ~~References~~of tothe ~~NTIC’s~~Securities ~~website~~Exchange ~~addressed~~Act inof ~~this~~1934, ~~report~~as ~~are~~amended, ~~provided~~ as asoon ~~convenience and~~ as anreasonably ~~inactive~~practicable ~~textual~~after ~~reference~~NTIC ~~only.~~electronically ~~The~~files ~~information~~such onmaterial ~~NTIC’s~~with, ~~website~~ or ~~any~~furnishes ~~other~~it ~~website~~to, isthe ~~not~~Securities ~~incorporated~~and byExchange ~~reference~~Commission ~~into,~~(SEC). ~~and~~Reports isfiled ~~not~~with ~~considered~~the aSEC ~~part~~may ~~of,~~be ~~this~~viewed ~~report~~at www.sec.gov.

~~NTIC makes available, free of charge and through its Internet web site, its annual reports on Form 10~~Forward-K,Looking quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to any such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after NTIC electronically files such material with, or furnishes it to, the Securities and Exchange Commission (SEC). Reports filed with the SEC may be viewed at www.sec.gov.Statements

This report on Form 10-K 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 may 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, operating results and financial condition, 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~~looking ~~Statements~~statements may be contained in the notes to NTIC’s consolidated financial statements and elsewhere in this report, including under “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

This report on Form 10-K 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 may 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, operating results and financial condition, 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 “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”12

Forward-looking 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. These uncertainties and factors are difficult to predict, and many of them are beyond NTIC’s control. 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 are described under “Part I. Item 1A. Risk Factors.” All forward-looking 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 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 SEC.

12INFORMATION ABOUT OUR EXECUTIVE OFFICERS

~~INFORMATION~~The ~~ABOUT~~two ~~OUR~~individuals ~~EXECUTIVE~~named ~~OFFICERS~~below have been designated by NTIC’s Board of Directors as “executive officers” of NTIC. Their ages and the offices held, as of November 20, 2025, are as follows:

The two individuals named below have been designated by NTIC’s Board of Directors as “executive officers” of NTIC. Their ages and the offices held, as of November 8, 2024, are as follows:

Name	Age	Position with NTIC
G. Patrick Lynch	58	President and Chief Executive Officer

Matthew C. Wolsfeld	51	Chief Financial Officer and Corporate Secretary

Name	Age	Position with NTIC
G. Patrick Lynch	57	President and Chief Executive Officer
Matthew C. Wolsfeld	50	Chief Financial Officer and Corporate Secretary

G. Patrick Lynch, an employee of NTIC since 1995, has been President since July 2005 and Chief Executive Officer since January 2006 and has served as a director of NTIC since February 2004. Mr. Lynch served as President of North American Operations of NTIC from May 2004 to July 2005. Prior to May 2004, Mr. Lynch held various positions with NTIC, including Vice President of Strategic Planning, Corporate Secretary and Project Manager. Mr. Lynch is also an officer and director of Inter Alia Holding Company, which is a significant stockholder of NTIC. Prior to joining NTIC, Mr. Lynch held positions in sales management for Fuji Electric Co., Ltd. in Tokyo, Japan, and programming project management for BMW AG in Munich, Germany. Mr. Lynch received a Master of Business Administration degree from the University of Michigan Ross School of Business.

GMatthew C. ~~Patrick Lynch~~Wolsfeld, an employee of NTIC since ~~1995~~February 2001, has been ~~President~~NTIC’s ~~since July 2005 and~~ Chief ~~Executive~~Financial Officer since ~~January~~November ~~2006~~2001 and ~~has~~Corporate ~~served~~Secretary ~~as a director of NTIC~~ since ~~February~~November 2004. Mr. ~~Lynch~~Wolsfeld ~~served~~was asController ~~President~~ of ~~North American Operations of~~ NTIC from May ~~2004~~2001 tothrough ~~July~~November ~~2005~~2001. Prior to ~~May~~joining ~~2004~~NTIC, Mr. ~~Lynch~~Wolsfeld held ~~various~~an ~~positions~~auditing position with ~~NTIC,~~PricewaterhouseCoopers ~~including~~LLP ~~Vice~~in ~~President of Strategic Planning~~Minneapolis, ~~Corporate~~Minnesota ~~Secretary~~from ~~and~~1997 ~~Project~~to ~~Manager~~2001. Mr. ~~Lynch~~Wolsfeld isreceived ~~also an officer and director of Inter Alia Holding Company, which is~~ a ~~significant stockholder of NTIC~~B.A. ~~Prior~~degree toin ~~joining~~Accounting ~~NTIC,~~from ~~Mr.~~the ~~Lynch~~University ~~held~~of ~~positions~~Notre inDame ~~sales~~and ~~management~~received ~~for~~his ~~Fuji Electric Co~~M.~~, Ltd~~B.A. indegree ~~Tokyo,~~at ~~Japan,~~the ~~and~~University ~~programming~~of ~~project~~Minnesota, ~~management~~Carlson ~~for~~School ~~BMW~~of ~~AG in Munich, Germany~~Business. Mr. ~~Lynch~~Wolsfeld ~~received~~is a ~~Master~~Certified ofPublic ~~Business Administration degree from the University of Michigan Ross School of Business~~Accountant.

~~Matthew~~Other C.corporate ~~Wolsfeld,~~officers ~~an employee~~ of NTIC, ~~since~~their ~~February 2001~~ages, ~~has been NTIC’s Chief Financial Officer since November 2001~~ and ~~Corporate~~offices ~~Secretary~~held, ~~since~~as ~~November 2004. Mr. Wolsfeld was Controller~~ of ~~NTIC from May 2001 through~~ November ~~2001. Prior to joining NTIC~~20, ~~Mr. Wolsfeld held an auditing position with PricewaterhouseCoopers LLP in Minneapolis~~2025, ~~Minnesota~~are ~~from~~as 1997 to 2001. Mr. Wolsfeld received a B.A. degree in Accounting from the University of Notre Dame and received his M.B.A. degree at the University of Minnesota, Carlson School of Business. Mr. Wolsfeld is a Certified Public Accountant.follows:

Other corporate officers of NTIC, their ages, and offices held, as of November 8, 2024, are as follows:

Name	Age	Position with NTIC
Vineet R. Dalal	56	Vice President and Director – Global Market Development – Natur-Tec®

Gautam Ramdas	52	Vice President and Director – Global Market Development – Oil & Gas

Brian Haglund	41	Vice President of Operations – North America

Name	Age	Position with NTIC
Vineet R. Dalal	55	Vice President and Director – Global Market Development – Natur-Tec®
Gautam Ramdas	51	Vice President and Director – Global Market Development – Oil & Gas
Brian Haglund	40	Vice President of Operations – North America

Vineet R. Dalal, an employee of NTIC since 2004, has served as Vice President and Director – Global Market Development – Natur-Tec® since November 2005. Prior to joining NTIC, Mr. Dalal was a Principal in the Worldwide Product Development Practice of PRTM, a management consultancy to technology-based companies (now part of PricewaterhouseCoopers Management Consulting). In this position, Mr. Dalal consulted for several Fortune 500 companies, in the areas of product strategy, Product Lifecycle Management (PLM) and technology management. Prior to that, Mr. Dalal held positions in program management and design engineering at National Semiconductor Corporation in Santa Clara, California. Mr. Dalal received an M.B.A. degree from the University of Michigan Ross School of Business in Ann Arbor, Michigan. He also holds an M.S. degree in Electrical and Computer Engineering from Oregon State University, and a B.Eng. degree in Electronics Engineering from Karnatak University, India.

13Gautam Ramdas, an employee of NTIC since 2005, has served as Vice President and Director – Global Market Development – Oil & Gas since 2005. Prior to joining NTIC, Mr. Ramdas was a Manager in the Strategic Change group of IBM Business Consulting Services. In this position, Mr. Ramdas led consulting engagements at several Fortune 500 companies, in the areas of service strategy, global supplier relationship management and supply chain streamlining. Mr. Ramdas held positions in the E-Commerce and Supply Chain strategy groups at PricewaterhouseCoopers Management Consulting, again providing consulting services for Fortune 500 clients. Prior to management consulting, Mr. Ramdas worked as a program manager and design engineer with Kinhill Engineers in Australia. He has also been involved in the start-up stage of successful small businesses in the United States and in India. Mr. Ramdas received an M.B.A. from the University of Michigan Ross School of Business in Ann Arbor, Michigan. He also holds a bachelor’s degree in Mechanical Engineering from the College of Engineering, Guindy (Chennai), India.

~~Gautam~~Brian ~~Ramdas~~Haglund, an employee of NTIC since ~~2005~~2018, ~~has~~is ~~served~~currently serving as Vice President ~~and~~of ~~Director~~Operations – ~~Global~~North ~~Market Development – Oil & Gas since 2005~~America. Prior to joining NTIC, Mr. ~~Ramdas~~Haglund ~~was~~held avarious ~~Manager~~leadership inroles ~~the~~within ~~Strategic Change group of IBM Business Consulting Services. In this position~~Textron, ~~Mr. Ramdas~~a ~~led consulting engagements at several~~ Fortune 500 ~~companies,~~industrial inconglomerate. ~~the~~During ~~areas~~his oftenure ~~service~~with ~~strategy~~Textron, ~~global supplier relationship management and supply chain streamlining.~~ Mr. ~~Ramdas~~Haglund ~~held~~led ~~positions~~various inglobal ~~the~~operations ~~E-Commerce~~ and ~~Supply~~manufacturing ~~Chain~~facilities ~~strategy~~across ~~groups~~the ~~at PricewaterhouseCoopers Management Consulting~~US, ~~again~~in ~~providing consulting services for Fortune 500 clients. Prior to management consulting~~China, ~~Mr. Ramdas worked as a program manager~~ and ~~design engineer with Kinhill Engineers~~ in ~~Australia.~~Germany Hefocusing ~~has~~on ~~also~~aerospace ~~been involved in the start-up stage of successful small businesses in the United States~~ and inindustrial ~~India~~manufacturing. Mr. ~~Ramdas~~Haglund received an M.B.A. ~~from~~degree ~~the~~with ~~University~~a ofconcentration ~~Michigan~~in ~~Ross~~Finance ~~School~~from The Miller College of Business inthrough ~~Ann~~Ball ~~Arbor,~~State ~~Michigan~~University. He also holds a ~~bachelor’s~~B.A. degree in ~~Mechanical~~Supply ~~Engineering~~Chain Management from ~~the~~Eli Broad College of ~~Engineering,~~Business ~~Guindy~~through ~~(Chennai),~~Michigan ~~India~~State University.

Brian Haglund, an employee of NTIC since 2018, is currently serving as Vice President of Operations – North America. Prior to joining NTIC, Mr. Haglund held various leadership roles within Textron, a Fortune 500 industrial conglomerate. During his tenure with Textron, Mr. Haglund led various global operations and manufacturing facilities across the US, in China, and in Germany focusing on aerospace and industrial manufacturing. Mr. Haglund received an M.B.A. degree with a concentration in Finance from The Miller College of Business through Ball State University. He also holds a B.A. degree in Supply Chain Management from Eli Broad College of Business through Michigan State University.14

14Item 1A. RISK FACTORS

~~Item~~The ~~1A.~~following ~~RISK~~are ~~FACTORS~~the most material factors known to NTIC that could materially adversely affect its business, operating results, or financial condition.

~~The~~Risk ~~following~~Factors ~~are the most material factors known to NTIC that could materially adversely affect its business, operating results, or financial condition.~~Summary

~~Risk~~This ~~Factors~~summary ~~Summary~~is not complete and should be read in conjunction with the risk factors set forth below.

~~This~~Risks ~~summary~~Related isto ~~not~~NTIC’s ~~complete~~Business and ~~should be read in conjunction with the risk factors set forth below.~~Industry

~~Risks~~● ~~Related~~Any toweakness in the global economy, and in particular in the United States, Europe, India and China, and in the automotive industry, has negatively impacted and in the future may negatively impact NTIC’s ~~Business~~business, operating results, and ~~Industry~~financial condition.

● ~~Any~~NTIC’s ~~weakness~~business in the ~~global~~past ~~economy,~~has ~~and~~been ~~in particular in the United States, Europe, India~~ and ~~China~~, ~~and~~ in the ~~automotive industry~~future, ~~has~~may be negatively impacted ~~and~~by ~~in the future may negatively impact NTIC’s business, operating results, and financial condition~~inflation.

● ~~NTIC’s~~Supply ~~business~~chain disruptions in the past ~~has~~have ~~been~~interrupted and, in the future, could interrupt product manufacturing, increase product costs and result in lost sales, which have had and, in the future, may behave ~~negatively~~a ~~impacted~~material byadverse ~~inflation~~effect on NTIC’s business, operating results and financial condition.

● ~~Supply~~Disruptions ~~chain~~to ~~disruptions in~~ the ~~past~~distribution ~~have~~channels ~~interrupted~~for ~~and,~~NTIC’s products in the ~~future,~~past ~~could~~have ~~interrupt~~negatively ~~product~~impacted ~~manufacturing, increase product costs~~ and ~~result~~ in ~~lost sales, which have had and in~~ the future may ~~have~~negatively aimpact ~~material adverse effect on~~ NTIC’s business, operating results, and financial condition.

● ~~Disruptions~~NTIC’s todependence ~~the~~on ~~distribution~~key ~~channels~~suppliers ~~for~~puts NTIC’s ~~products~~at risk of interruptions in the ~~past~~availability ~~have~~of ~~negatively~~its ~~impacted~~products, ~~and~~which incould ~~the~~reduce ~~future~~its ~~may~~net ~~negatively~~sales ~~impact~~and ~~NTIC’s~~adversely ~~business,~~affect its operating results, and ~~financial~~harm ~~condition~~its reputation.

● ~~NTIC’s~~Increases ~~dependence~~in onprices ~~key~~for ~~suppliers~~raw ~~puts~~materials ~~NTIC~~and atcomponents ~~risk~~used ofin ~~interruptions~~NTIC’s products in the ~~availability~~past ofhave ~~its~~adversely ~~products,~~affected ~~which~~and ~~could~~in ~~reduce~~the ~~its~~future ~~net~~could ~~sales and~~ adversely affect ~~its~~NTIC’s operating results ~~and harm its reputation~~.

● ~~Increases~~NTIC inrelies ~~prices~~on others for ~~raw~~its ~~materials~~production, and ~~components~~any ~~used~~interruptions inof ~~NTIC’s~~these ~~products~~arrangements incould ~~the~~disrupt ~~past~~NTIC’s ~~have~~ability ~~adversely~~to ~~affected~~fill ~~and~~its ~~in the future could adversely affect NTIC~~customers’s ~~operating results~~orders.

● ~~NTIC~~Changes ~~relies~~to ontrade ~~others~~regulation, ~~for~~quotas, ~~its~~duties, ~~production~~or tariffs, caused by the changing U.S. and ~~any~~geopolitical ~~interruptions~~environments ofor ~~these~~otherwise, ~~arrangements~~have ~~could~~negatively ~~disrupt~~impacted in the past and in the future may negatively impact NTIC’s ~~ability~~business, tooperating ~~fill~~results, ~~its~~and ~~customers’~~financial ~~orders~~condition.

● ~~Changes~~Global tocredit ~~trade~~and ~~regulation,~~financial ~~quotas,~~markets ~~duties,~~in orthe ~~tariffs,~~past ~~caused~~have byexperienced ~~the~~disruptions, ~~changing~~including ~~U.S.~~diminished liquidity and ~~geopolitical~~credit ~~environments~~availability orand ~~otherwise,~~rapid ~~have~~fluctuations ~~negatively impacted~~ in ~~the~~market ~~past~~valuations, ~~and~~which, inif ~~the~~they ~~future~~happen ~~may~~again, could negatively impact NTIC’s business, operating results, and financial condition.

● ~~Global~~NTIC ~~credit~~has ~~and~~limited ~~financial~~staffing, ~~markets~~faces inchallenges ~~the~~caused ~~past~~by ~~have~~its ~~experienced~~aging ~~disruptions,~~workforce ~~including diminished liquidity~~ and ~~credit~~given ~~availability~~its ~~and~~limited ~~rapid fluctuations in market valuations~~resources, ~~which,~~it ifmay ~~they~~not ~~happen~~effectively ~~again,~~manage ~~could~~its ~~negatively impact NTIC’s business, operating results, and financial condition~~growth.

● ~~NTIC~~The ~~has~~evolution ~~limited~~of ~~staffing,~~the ~~faces~~automotive ~~challenges~~industry ~~caused~~towards byelectric ~~its~~vehicles ~~aging~~could ~~workforce~~adversely ~~and~~affect ~~given~~NTIC’s ~~its limited resources, it may not effectively manage its growth~~business.

●Risks ~~The~~Related ~~evolution~~to ~~of the automotive industry towards electric vehicles could adversely affect~~ NTIC’s ~~business.~~Joint Ventures

~~Risks~~● ~~Related~~NTIC’s liquidity and financial position rely on the receipt of fees for services provided to its joint ventures and dividend distributions from its joint ventures. No assurance can be provided that NTIC’s ~~Joint~~will ~~Ventures~~continue to receive such fees and dividend distributions in amounts NTIC historically has received or anticipates receiving.

● ~~NTIC’s~~Since ~~liquidity~~a ~~and~~significant ~~financial~~portion ~~position rely on the receipt~~ of ~~fees~~NTIC’s ~~for~~earnings ~~services~~results ~~provided~~from to its ~~joint~~equity ~~ventures~~income ~~and dividend distributions~~ from ~~its~~ joint ventures., Nowhich ~~assurance~~varies ~~can~~quarter ~~be provided that NTIC will continue~~ to ~~receive~~quarter, ~~such fees and dividend distributions in amounts~~ NTIC’s ~~historically~~earnings ~~has~~are ~~received~~subject orto ~~anticipates~~quarterly ~~receiving~~fluctuations.

●Risks ~~Since~~Related ato ~~significant portion of~~ NTIC’s ~~earnings~~International ~~results~~Operations ~~from~~and ~~its~~the ~~equity~~Foreign ~~income~~Markets ~~from~~in ~~joint ventures,~~ which ~~varies quarter to quarter,~~ NTIC’s ~~earnings are subject to quarterly fluctuations.~~Operates

~~Risks~~● ~~Related to~~ NTIC’s ~~International~~international ~~Operations~~business, which is conducted primarily through its subsidiaries and ~~the~~joint ~~Foreign~~ventures, ~~Markets~~requires inmanagement ~~which~~attention and financial resources and exposes NTIC ~~Operates~~to difficulties and risks presented by international economic, political, legal, accounting, and business factors.

● If sales of NTIC’s ~~international~~products ~~business,~~and ~~which~~services isby ~~conducted primarily through~~ its ~~subsidiaries and~~ joint ~~ventures,~~venture ~~requires~~in ~~management~~Germany ~~attention~~were ~~and~~to ~~financial~~decline ~~resources~~significantly ~~and~~or ~~exposes~~if NTIC’s torelationships ~~difficulties~~with ~~and~~this ~~risks~~joint ~~presented~~venture bywere ~~international~~to ~~economic,~~deteriorate ~~political~~significantly, ~~legal,~~NTIC’s ~~accounting,~~operating ~~and~~results ~~business~~likely ~~factors~~would be adversely affected.

● IfThe ~~sales~~ongoing ofwar ~~NTIC’s~~between ~~products~~Russia and ~~services~~Ukraine byand ~~its~~the ~~joint~~conflicts ~~venture~~ in ~~Germany~~the ~~were~~Middle toEast ~~decline~~may ~~significantly~~adversely oraffect if NTIC’s ~~relationships~~business ~~with~~and ~~this joint venture were to deteriorate significantly, NTIC’s operating~~ results ~~likely~~of ~~would be adversely affected~~operations.

● The operations of NTIC China may be adversely affected by China’s ~~acquisition~~evolving ofeconomic, ~~the~~political, ~~remaining~~and ~~50%~~social ~~ownership~~conditions, ~~interest~~as ofwell ~~HNTI~~as ~~Limited~~increasing ~~and~~tensions ~~any~~between ~~future~~the ~~similar~~United ~~acquisitions~~States ~~involve~~and ~~risk~~China.

● ~~The~~Intellectual ~~ongoing~~property ~~wars~~rights ~~between~~are ~~Russia~~difficult ~~and~~to ~~Ukraine~~enforce ~~and~~in ~~Israel~~China, ~~and~~which ~~Hamas~~could ~~may~~harm ~~adversely affect~~ NTIC’s business, ~~and~~ results of operations, or financial condition.

● ~~The~~Uncertainties ~~operations~~with ofrespect ~~NTIC~~to ~~China~~the ~~may~~Chinese belegal ~~adversely~~system ~~affected~~may byadversely ~~China’s~~affect ~~evolving economic, political, and social conditions, as well as increasing tensions between~~ the ~~United~~operations ~~States~~of ~~and~~NTIC China.

~~● Intellectual property rights are difficult to enforce in China, which could harm NTIC’s business, results of operations, or financial condition.~~15

● ~~Uncertainties~~Failure ~~with~~to ~~respect~~comply towith the ~~Chinese~~U.S. ~~legal~~Foreign ~~system~~Corrupt ~~may~~Practices ~~adversely~~Act ~~affect~~could ~~the~~subject ~~operations~~NTIC ofto ~~NTIC~~penalties ~~China~~and legal expenses.

● ~~Failure~~Fluctuations toin ~~comply~~foreign ~~with~~currency ~~the~~exchange ~~U.S.~~rates ~~Foreign~~could ~~Corrupt~~result ~~Practices~~in ~~Act~~declines ~~could~~in ~~subject~~ NTIC’s toearnings ~~penalties~~ and ~~legal~~changes ~~expenses~~in NTIC’s foreign currency translation adjustments.

● ~~Fluctuations~~Economic uncertainty in ~~foreign~~developing ~~currency~~markets ~~exchange rates~~ could ~~result~~adversely inaffect ~~declines in~~ NTIC’s ~~earnings~~revenue and ~~changes in NTIC’s foreign currency translation adjustments~~earnings.

●Risks ~~Economic~~Related ~~uncertainty~~to ~~in developing markets could adversely affect~~ NTIC’s ~~revenue and earnings.~~Products

15● NTIC faces intense competition in almost all of its product lines, including from competitors that have substantially greater resources than NTIC does. No assurance can be provided that NTIC will be able to compete effectively, which would harm its business and operating results.

~~Risks~~● ~~Related~~NTIC’s ZERUST® rust and corrosion inhibiting products and services generate a significant portion of NTIC’s net sales and the net sales of NTIC’s joint ventures. Accordingly, if sales of these products and services were to decline, NTIC’s ~~Products~~operating results would be adversely affected.

● If NTIC ~~faces~~is ~~intense~~unable ~~competition~~to incontinue ~~almost~~to ~~all~~enhance of its ~~product~~existing ~~lines,~~products ~~including~~and ~~from~~develop ~~competitors~~and ~~that~~market ~~have~~new ~~substantially~~products ~~greater~~that ~~resources~~respond ~~than~~to ~~NTIC~~customer ~~does.~~needs Noand ~~assurance~~achieve ~~can~~market beacceptance, ~~provided that~~ NTIC ~~will~~may beexperience ~~able~~a todecrease ~~compete~~in ~~effectively,~~demand ~~which~~for ~~would~~its ~~harm~~products, and its business ~~and~~could ~~operating results~~suffer.

● No assurance can be provided that NTIC’s ~~ZERUST®~~investments ~~rust~~in ~~and~~additional ~~corrosion~~research ~~inhibiting~~and ~~products~~development and ~~services~~marketing ~~generate~~efforts aand ~~significant~~resources ~~portion~~into the application of ~~NTIC’s~~its ~~net~~corrosion ~~sales~~prevention ~~and~~solutions into the ~~net~~oil ~~sales~~and ofgas ~~NTIC’s~~industry ~~joint~~and ~~ventures.~~the ~~Accordingly,~~continued iflaunch ~~sales~~ of ~~these~~its ~~products~~Natur-Tec® ~~and~~resin ~~services~~compounds ~~were~~and tofinished ~~decline,~~products ~~NTIC’s~~will ~~operating results would~~ be ~~adversely affected~~successful.

● If NTIC’s isstrategy ~~unable~~of toexpanding ~~continue~~its tocorrosion ~~enhance~~prevention ~~its~~solutions ~~existing~~into ~~products~~the oil and ~~develop~~gas industry and ~~market~~continuing ~~new~~the ~~products~~expansion ~~that~~of ~~respond~~its toNatur-Tec® ~~customer~~bioplastics ~~needs~~resin compounds and ~~achieve~~finished ~~market~~products ~~acceptance,~~is ~~NTIC~~risky and may ~~experience~~not aprove ~~decrease~~to inbe ~~demand~~successful, ~~for~~which ~~its~~could ~~products,~~harm ~~and~~NTIC’s ~~its~~operating ~~business~~results ~~could~~and ~~suffer~~financial condition.

● ~~No assurance can be provided that~~ NTIC’s ~~investments~~dependence inon ~~additional~~manufacturing ~~research~~ and ~~development~~logistical ~~and~~services ~~marketing~~provided ~~efforts~~by ~~and~~contractors ~~resources~~could ~~into~~give ~~the~~rise ~~application~~to ofproduct ~~its~~defects ~~corrosion~~or ~~prevention~~warranty ~~solutions into the oil and gas industry and the continued launch of its Natur-Tec® resin compounds and finished products will be successful~~liability.

● ~~NTIC’s~~The ~~strategy~~commercial ofsuccess ~~expanding its corrosion prevention solutions into the oil and gas industry and continuing the expansion~~ of ~~its~~NTIC’s Natur-Tec® ~~bioplastics~~ resin compounds and finished products isdepends ~~risky~~on ~~and~~the ~~may~~widespread ~~not~~market ~~prove~~acceptance toof beproducts ~~successful,~~manufactured ~~which~~with ~~could~~bio-based ~~harm NTIC’s operating results~~ and ~~financial~~biodegradable ~~condition~~resins.

● NTIC’s ~~dependence~~relies on ~~manufacturing~~its ~~and~~joint ~~logistical~~ventures, ~~services~~distributors, ~~provided~~manufacturer’s bysales ~~contractors~~representatives, ~~could~~and ~~give~~other ~~rise~~agents to ~~product~~market ~~defect~~and orsell ~~warranty~~its ~~liability~~products.

● ~~The~~NTIC ~~commercial~~may ~~success~~be subject to product liability claims or other claims arising out of the activities of its joint ventures, which could adversely affect NTIC’s ~~Natur-Tec®~~and ~~resin~~its ~~compounds~~business, and ~~finished~~the ~~products~~sale ~~depends~~of onZERUST® rust and corrosion inhibiting products into the ~~widespread~~oil ~~market~~and ~~acceptance~~gas industry is risky in light of ~~products~~the ~~manufactured~~hazards typically associated with ~~bio-based~~such operations and ~~biodegradable~~the ~~resins~~significant amount of potential liability involved.

● ~~NTIC~~The ~~relies~~sale onof ~~its~~ZERUST® ~~joint~~rust ~~ventures,~~and ~~distributors,~~corrosion ~~manufacturer’s~~inhibiting ~~sales~~products ~~representatives,~~into the oil and ~~other~~gas ~~agents~~industry tois ~~market~~somewhat seasonal and ~~sell~~dependent ~~its~~upon ~~products~~oil prices.

● ~~NTIC~~The ~~may~~expansion beof ~~subject~~NTIC’s tocorrosion ~~product~~prevention ~~liability~~solutions ~~claims~~into ~~or other claims arising out of~~ the ~~activities~~oil ~~of its joint ventures, which could adversely affect NTIC~~ and ~~its~~gas ~~business,~~industry and the ~~sale~~continued launch of ~~ZERUST~~NTIC’s Natur-Tec® ~~rust~~resin compounds and ~~corrosion~~finished ~~inhibiting~~ products ~~into~~may ~~the~~require ~~oil~~additional ~~and~~capital ~~gas industry is risky~~ in ~~light of~~ the ~~hazards~~future, ~~typically~~which ~~associated~~may ~~with~~not ~~such~~be ~~operations~~available ~~and~~or ~~the~~may ~~significant~~be ~~amount~~available ofonly ~~potential~~on ~~liability~~unfavorable ~~involved~~terms.

●Risks ~~The~~Related ~~sale~~to ofGovernmental ~~ZERUST®~~Regulation, ~~rust~~Laws, and ~~corrosion inhibiting products into the oil and gas industry is somewhat seasonal and dependent upon oil prices.~~Compliance

● ~~The expansion of~~ NTIC’s ~~corrosion~~business, ~~prevention~~properties, ~~solutions~~and ~~into~~products ~~the~~are ~~oil~~subject ~~and~~to ~~gas~~governmental ~~industry~~regulation and ~~the~~taxes, ~~continued~~compliance ~~launch~~with ofwhich may require NTIC’s ~~Natur-Tec®~~to ~~resin~~incur ~~compounds~~expenses ~~and~~or ~~finished~~modify its products or operations, and which may ~~require~~expose ~~additional~~NTIC ~~capital~~to inpenalties ~~the~~for ~~future,~~non-compliance. ~~which~~Governmental regulation also may ~~not~~adversely beaffect ~~available~~the ordemand ~~may~~for besome ~~available~~of ~~only~~NTIC’s onproducts ~~unfavorable~~and ~~terms~~its operating results.

~~Risks~~● ~~Related~~Fluctuations toin ~~Governmental~~NTIC’s ~~Regulation~~effective tax rate could have a significant impact on NTIC’s financial position, ~~Laws~~results of operations, ~~and~~or ~~Compliance~~cash flows.

● Certain of NTIC’s ~~business,~~operations ~~properties, and products~~ are subject to ~~governmental~~ regulation ~~and~~by ~~taxes,~~the ~~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~~U.S. ~~Governmental~~Food ~~regulation also may adversely affect the demand for some of NTIC’s products~~ and ~~its~~Drug ~~operating results~~Administration.

● ~~Fluctuations in~~ NTIC’s ~~effective~~reliance ~~tax~~upon ~~rate~~patents, ~~could~~trademark ~~have~~laws, atrade ~~significant~~secrets, ~~impact~~and oncontractual ~~NTIC’s~~provisions ~~financial~~to ~~position,~~protect ~~results~~its ofproprietary ~~operations,~~rights ormay ~~cash~~not ~~flows~~be sufficient to protect its intellectual property.

● ~~Certain~~Any ofchanges ~~NTIC’s~~in ~~operations~~U.S. ~~are~~generally ~~subject~~accepted toaccounting ~~regulation~~principles bymight ~~the~~adversely ~~U.S.~~affect ~~Food~~NTIC’s ~~and~~operating ~~Drug Administration~~results.

●Risks Related to NTIC’s ~~reliance~~Common ~~upon patents, trademark laws, trade secrets, and contractual provisions to protect its proprietary rights may not be sufficient to protect its intellectual property.~~Stock

● ~~Any~~The ~~changes~~trading involume ~~U.S.~~of ~~generally~~NTIC’s ~~accepted~~common ~~accounting~~stock ~~principles~~is ~~might~~typically ~~adversely~~very ~~affect~~low, leaving NTIC’s ~~operating~~common ~~results~~stock open to risk of high volatility and the price and trading volume has been, and may continue to be, volatile.

~~Risks~~● ~~Related~~A tolarge percentage of NTIC’s ~~Common~~outstanding ~~Stock~~common stock is held by insiders, and, as a result, the trading market for NTIC’s common stock is not as liquid as the stock of other public companies.

● The trading volume of NTIC’s common stock is typically very low, leaving NTIC’s common stock open to risk of high volatility and the price and trading volume has been, and may continue to be, volatile.16

●Risks ARelated ~~large~~to ~~percentage of~~ NTIC’s ~~outstanding~~Business ~~common stock is held by insiders,~~ and, ~~as a result, the trading market for NTIC’s common stock is not as liquid as the stock of other public companies.~~Industry

16Any weakness in the global economy, and in particular in the United States, Europe, India and China, and in the automotive industry, has negatively impacted and in the future may negatively impact NTIC’s business, operating results, and financial condition.

~~Risks~~From ~~Related~~time to time, the U.S. and world economies suffer from uncertainty, volatility, disruption, and other adverse conditions, which has adversely impacted and in the future may adversely impact the business community and the financial markets. Adverse economic and financial market conditions have negatively affected and in the future may negatively affect NTIC’s ~~Business~~customers and ~~Industry~~its markets, thereby negatively impacting NTIC’s business and operating results. For example, weak market conditions could extend the length of NTIC’s sales cycle and cause potential customers to delay, defer, or decline to make purchases of NTIC’s products and services due to uncertainties surrounding the future performance of their businesses, limitations on their capital expenditures due to internal budget constraints, the inability to obtain financing in the capital markets, and the adverse effects of the economy on their business and financial condition. As a result, if economic and financial market conditions weaken or deteriorate, then NTIC’s business, financial condition, and operating results, including its ability to grow and expand its business and operations, could be materially and adversely affected.

~~Any~~NTIC’s ~~weakness~~operating results are especially dependent upon the economic health of the economies in the ~~global~~United ~~economy~~States, Europe, India and China. Since a significant portion of NTIC’s ZERUST® rust and corrosion inhibiting products and services are sold to customers in ~~particular~~the automotive industry, adverse economic conditions affecting the automotive industry or other events that may adversely affect the automotive industry may result in an adverse effect on NTIC’s net sales and its other operating results. In fiscal 2025, demand remained soft within the automotive industry, which indirectly adversely impacted NTIC, due in part to a decrease in exports of automotive products resulting from tariffs between the U.S. and both Mexico and Canada. These tariffs have increased the price of vehicles and increased the risk of automotive plant closure, which may further indirectly adversely impact NTIC. In addition, high interest rates continued to impact the automotive industry and indirectly adversely impacted NTIC. Any weakness in the global economy, particularly the United States, Europe, India and China, and in the automotive industry, ~~has~~have negatively impacted and inmay ~~the~~continue ~~future~~to ~~may~~ negatively impact NTIC’s business, operating results, and financial condition.

From time to time, the U.S. and world economies suffer from uncertainty, volatility, disruption, and other adverse conditions, which has adversely impacted and in the future may adversely impact the business community and the financial markets. Adverse economic and financial market conditions have negatively affected and in the future may negatively affect NTIC’s ~~customers and its markets, thereby negatively impacting NTIC’s~~ business ~~and~~in ~~operating results. For example, weak market conditions could extend~~ the ~~length~~past ofhas ~~NTIC’s~~been ~~sales cycle~~ and ~~cause potential customers to delay~~, ~~defer,~~in ~~or decline to make purchases of NTIC’s products and services due to uncertainties surrounding~~ the future ~~performance of their businesses~~, ~~limitations~~may on their capital expenditures due to internal budget constraints, the inability to obtain financing in the capital markets, and the adverse effects of the economy on their business and financial condition. As a result, if economic and financial market conditions weaken or deteriorate, then NTIC’s business, financial condition, and operating results, including its ability to grow and expand its business and operations, could be ~~materially~~negatively ~~and~~impacted ~~adversely~~by ~~affected~~inflation.

~~NTIC’s~~Increases ~~operating~~in ~~results~~inflation ~~are~~may ~~especially~~have ~~dependent~~a ~~upon~~negative ~~the~~impact ~~economic~~on ~~health~~NTIC’s ofbusiness. ~~the~~In ~~economies in~~ the ~~United~~European ~~States~~Union, ~~Europe,~~high ~~India~~energy ~~and~~prices ~~China.~~adversely ~~Since~~affected aour ~~significant~~joint ~~portion~~venture ofsales ~~NTIC’s~~in ~~ZERUST®~~fiscal ~~rust~~2025 and ~~corrosion~~persistent ~~inhibiting~~high ~~products~~levels ~~and~~of ~~services~~inflation ~~are~~in ~~sold~~the toUnited ~~customers~~States incontinued to impact the ~~automotive~~overall ~~industry,~~demand ~~adverse~~for ~~economic~~NTIC’s ~~conditions~~products, ~~affecting~~labor, and the ~~automotive~~margins ~~industry~~NTIC orand ~~other~~its ~~events~~joint ~~that~~ventures ~~may~~are ~~adversely~~able ~~affect~~to realize on the ~~automotive~~sale ~~industry~~of ~~may~~products, ~~result~~all inof anwhich ~~adverse~~have ~~effect~~had and could continue to have a negative impact on NTIC’s ~~net~~business, ~~sales~~financial ~~and~~position, ~~its~~results ~~other~~of ~~operating~~operations ~~results~~and cash flows. In ~~fiscal~~prior ~~2024~~years, ~~several~~sustained ~~events~~levels ~~softened~~of ~~demand~~high ~~within~~inflation caused the ~~automotive~~U.S. ~~industry~~Federal ~~which~~Reserve ~~indirectly~~and ~~adversely~~other ~~impacted~~central ~~NTIC,~~banks ~~including~~to increase interest rates. Although the ~~United~~U.S. ~~Auto~~Federal ~~Workers~~Reserve ~~strike,~~has ~~automotive~~recently ~~plant~~lowered ~~closures~~interest rates, ait ~~slowdown~~is innot ~~the~~known ~~production~~whether ofadditional ~~electric~~action ~~vehicles,~~will ~~the~~be ~~high~~taken ~~price~~to offurther ~~vehicles,~~lower ~~high~~ interest rates and anif ~~overall~~these ~~sluggish~~decreases will ~~automotive~~have ~~market.~~an ~~Any~~impact ~~weakness~~on ininflation. ~~the~~High ~~global~~rates ~~economy,~~of ~~particularly~~interest ~~the~~or ~~United~~similar ~~States,~~increases ~~Europe,~~to ~~India~~interest ~~and~~rates ~~China, and~~ in the ~~automotive~~future ~~industry~~could ~~have~~increase ~~negatively~~the ~~impacted~~cost ~~and~~of ~~may~~capital ~~continue~~available to ~~negatively impact~~ NTIC’s ~~business,~~and ~~operating~~depress ~~results,~~economic growth and ~~financial~~could ~~condition~~also negatively impact our business.

~~NTIC’s~~Supply ~~business~~chain disruptions in the past ~~has~~have ~~been~~interrupted and, in the future, could interrupt product manufacturing, increase product costs and result in lost sales, which may behave ~~negatively~~a ~~impacted~~material byadverse ~~inflation~~effect on NTIC’s business, operating results and financial condition.

~~Increases~~Supply inchain ~~inflation~~disruptions ~~may have a negative impact on NTIC’s business. While the persistent inflation experienced~~ in fiscal ~~2022~~2025 ~~stabilized~~related inprimarily ~~fiscal~~to ~~2023~~international ~~and~~shipping ~~fiscal 2024~~issues, ~~relatively~~as ~~high~~described ~~levels~~below, ofwhich ~~inflation~~at ~~continued~~times toresulted ~~impact~~in ~~the~~longer ~~overall~~lead ~~demand~~times, ~~for~~temporary ~~NTIC’s~~raw ~~products,~~material ~~labor,~~outages and ~~the~~higher ~~margins~~shipping ~~NTIC~~expenses. ~~and~~While ~~its~~NTIC ~~joint~~took ~~ventures~~steps ~~are able~~ to ~~realize~~minimize on the ~~sale~~impact of ~~products,~~these ~~all~~increased ofcosts ~~which~~by ~~have~~working ~~had~~closely ~~and~~with ~~could~~its ~~continue~~suppliers toand ~~have~~customers, athese ~~negative~~issues ~~impact~~may onpersist ~~NTIC’s~~in ~~business,~~fiscal ~~financial position~~2026, ~~results of operations~~ and ~~cash~~there ~~flows.~~can ~~Sustained~~be ~~levels~~no ofassurances ~~high~~that ~~inflation~~unforeseen ~~caused~~events impacting the ~~U.S.~~supply ~~Federal~~chain ~~Reserve~~will ~~and~~not ~~other~~have ~~central~~a ~~banks~~material toadverse ~~increase~~effect ~~interest~~on ~~rates.~~NTIC ~~Although~~in the Ufuture.S. ~~Federal~~Additionally, ~~Reserve~~the ~~lowered~~impacts ~~interest~~supply ~~rates~~chain bydisruptions ~~0.50~~have ~~percentage~~on ~~points~~NTIC’s inthird-party ~~September~~manufacturers ~~2024,~~are ~~it is~~ not ~~known~~within ~~whether~~NTIC’s ~~additional~~control. ~~action~~Prolonged ~~will~~supply bechain ~~taken~~disruptions toimpacting ~~lower~~NTIC ~~interest rates~~ and ifits ~~this~~third-party ~~decrease,~~manufacturers ~~and~~could ~~any~~interrupt ~~other~~product ~~decreases~~manufacturing, ~~will~~increase ~~have~~product ancosts ~~impact~~and onresult ~~inflation. High rates of interest or similar increases to interest rates~~ in ~~the~~lost ~~future~~sales, ~~could~~which ~~increase~~may ~~the~~have ~~cost~~a ofmaterial ~~capital~~adverse ~~available~~effect toon NTIC’s ~~and~~business, ~~depress~~operating ~~economic~~results ~~growth~~ and ~~could~~financial ~~also negatively impact our business~~condition.

Supply chain disruptions in the past have interrupted and, in the future, could interrupt product manufacturing, increase product costs and result in lost sales, which may have a material adverse effect on NTIC’s business, operating results and financial condition.17

~~Supply~~Disruptions ~~chain disruptions in fiscal 2024 related primarily~~ to ~~international~~the ~~shipping~~distribution ~~issues,~~channels asfor ~~described below, which at times resulted in longer lead times, temporary raw material outages and higher shipping expenses. While~~ NTIC’s ~~took~~products ~~steps to minimize the impact of these increased costs by working closely with its suppliers and customers, these issues may persist~~ in ~~fiscal 2025, and there can be no assurances that unforeseen events impacting~~ the ~~supply~~past ~~chain will not~~ have anegatively ~~material~~impacted ~~adverse~~and ~~effect on NTIC~~ in the future. Additionally, the impacts supply chain disruptions have on NTIC’s third-party manufacturers are not within NTIC’s control. Prolonged supply chain disruptions impacting NTIC and its third-party manufacturers could interrupt product manufacturing, increase product costs and result in lost sales, which may ~~have~~negatively aimpact ~~material adverse effect on~~ NTIC’s business, operating results, and financial condition.

17During fiscal 2025, a confluence of factors caused disruptions to international shipping, increasing costs and delaying shipments. Geopolitically, continued attacks on ships entering the Red Sea en route to the Suez Canal, an important waterway for vessels moving between Asia and the United States, by Houthi rebels in Yemen forced ships to take longer routes around Africa’s southern coast, increasing shipping time and delaying shipments. A March 2024 cargo ship crash into the Francis Scott Key Bridge in the Port of Baltimore, the largest U.S. port by volume for deliveries of automotive vehicles and components, caused a temporary suspension in activities. While the Port of Baltimore opened to maritime traffic on June 10, 2024, the bridge is not expected to be rebuilt until late 2028 and further work to clear out wreckage and continue maintenance of the port may continue to cause delays in the Port of Baltimore. In addition, in the first half of fiscal 2025, port strikes on the East Coast of the United States, a key port for European automakers, also contributed to shipping delays. These factors collectively decreased the availability of containers and increased shipping costs in fiscal 2025. Increased shipping costs and delays adversely affected NTIC’s consolidated results of operations during fiscal 2025, and we anticipate that these factors will continue to impact us during fiscal 2026. Similar delays and elevated costs in the future could have a material adverse effect on NTIC’s consolidated results of operations. Furthermore, transportation delays, increased shipping containers rates, closures or disruptions of businesses and facilities or social, economic, political or labor instability in the affected areas may impact the operations of NTIC’s suppliers, which could in turn adversely affect NTIC, and its revenues and operating costs. Any of these disruptions may negatively impact NTIC’s business, operating results, and financial condition.

~~Disruptions~~NTIC’s todependence ~~the~~on ~~distribution~~key ~~channels~~suppliers ~~for~~puts NTIC’s ~~products~~at risk of interruptions in the ~~past~~availability ~~have~~of ~~negatively~~its ~~impacted~~products, ~~and~~which incould ~~the~~reduce ~~future~~its ~~may~~net ~~negatively~~sales ~~impact~~and ~~NTIC’s~~adversely ~~business,~~affect its operating results, and ~~financial~~harm ~~condition~~its reputation.

~~During~~NTIC ~~fiscal~~relies ~~2024, a confluence of factors caused disruptions to international shipping, increasing costs and delaying shipments. Attacks~~ on ~~ships~~suppliers ~~entering the Red Sea en route to the Suez Canal, an important waterway~~ for ~~vessels~~certain ~~moving~~raw ~~between~~materials ~~Asia~~ and ~~the~~components ~~United~~used ~~States, by Houthi rebels~~ in ~~Yemen~~its ~~has~~products. ~~forced~~For ~~ships~~reasons toof ~~take~~quality ~~longer routes. In addition~~assurance, ~~the~~cost ~~sustained drought in Panama reduced capacity in the Panama Canal~~effectiveness, ~~further~~or ~~impacting the global supply chain. In March 2024~~availability, aNTIC ~~cargo~~procures ~~ship~~certain ~~crashed~~raw ~~into~~materials ~~the~~and ~~Francis~~components ~~Scott~~from ~~Key~~sole ~~Bridge~~or inlimited ~~the~~source ~~Port of Baltimore, the largest U~~suppliers.S. ~~port~~NTIC bygenerally ~~volume~~acquires ~~for~~these ~~deliveries~~and ofother ~~automotive~~raw ~~vehicles~~materials and components, ~~which~~through ~~lead~~purchase toorders ~~the~~placed ~~suspension of activity~~ in the ~~Port~~ordinary course of ~~Baltimore~~business, ~~causing shipping vessels to be rerouted, causing congestion~~ and ~~delays~~as ina ~~other ports. While the Port of Baltimore opened to maritime traffic on June 10~~result, ~~2024,~~NTIC ~~the~~does ~~bridge is~~ not ~~expected~~have toa besignificant ~~rebuilt~~inventory ~~until~~of ~~late~~these ~~2028~~materials and ~~further~~components ~~work to clear out wreckage~~ and ~~continue~~does ~~maintenance~~not ofhave ~~the~~any ~~port~~guaranteed ~~may~~or ~~continue~~contractual tosupply ~~cause~~arrangements ~~delays~~with inmany ~~the Port~~ of ~~Baltimore~~these ~~and~~suppliers ~~other~~for ~~East~~these ~~Coast~~materials ~~ports~~and ~~where~~components. ~~activities~~Although ~~are~~NTIC ~~rerouted.~~may ~~These~~attempt ~~factors~~to ~~decreased~~increase ~~the~~storage ~~availability~~ of ~~containers~~raw ~~and~~materials ~~increased~~to ~~shipping~~hedge ~~costs~~against inrising ~~fiscal~~prices ~~2024.~~or ~~Additionally,~~potential ~~the change in global routes due to the Suez Canal~~shortages, ~~Panama~~it ~~Canal~~may ~~and~~not ~~Port~~be ofable ~~Baltimore disruptions has caused transit times~~ to bedo ~~extended~~so byon ~~approximately~~reasonable ~~two~~terms ~~weeks,~~or ~~delaying~~at ~~certain NTIC shipments~~all. ~~Increased shipping costs and delays adversely affected~~ NTIC’s ~~consolidated~~dependence ~~results~~on ofthird-party ~~operations~~suppliers ~~during~~involves ~~fiscal~~several ~~2024~~risks, ~~and~~including welimited ~~anticipate~~control ~~that~~over ~~these~~pricing, ~~factors~~availability, ~~will~~quality, ~~continue~~and todelivery ~~impact~~schedules, usas ~~during~~well ~~fiscal~~as ~~2025.~~manufacturing ~~Similar~~yields ~~delays~~ and ~~elevated~~ costs. inSuppliers ~~the future could have a material adverse effect on NTIC’s consolidated results~~ of ~~operations.~~such ~~Furthermore,~~raw ~~transportation~~materials ~~delays,~~and ~~increased~~components ~~shipping~~may ~~containers rates~~decide, ~~closures~~ or ~~disruptions~~be ~~of businesses and facilities or social~~required, ~~economic,~~for ~~political~~reasons orbeyond ~~labor instability in the affected areas may impact the operations of~~ NTIC’s ~~suppliers~~control, ~~which~~to ~~could~~cease insupplying ~~turn~~such ~~adversely~~raw ~~affect~~materials ~~NTIC,~~ and ~~its~~components ~~revenues~~to ~~and operating costs. Any of these disruptions may negatively impact~~ NTIC’s ~~business,~~or ~~operating~~to ~~results,~~raise ~~and~~their ~~financial condition~~prices.

Shortages of raw materials, quality control problems, production capacity constraints, or delays by suppliers could negatively affect NTIC’s ~~dependence~~ability onto ~~key~~meet ~~suppliers~~its ~~puts~~production obligations and result in increased prices for affected parts, and NTIC atmay ~~risk~~be offorced ~~interruptions~~to find new suppliers for certain raw materials. The rapid growth in demand for bioplastics products globally has increased the ~~availability~~demand and the volatility of ~~its~~the ~~products~~price for plastic resins, and limited suppliers of such plastic resins may experience shortages caused by demand outpacing their production capabilities, which could ~~reduce~~result in NTIC’s inability to produce its ~~net~~Natur-Tec® ~~sales~~products ~~and~~promptly or in the volumes demanded. Any such shortages, constraints, or delays may result in delays in shipments of products or components, which could adversely affect ~~its~~NTIC’s net sales and other operating results and ~~harm~~ its reputation. From time to time, materials and components used in NTIC’s products are subject to allocation because of shortages of these materials and components.

~~NTIC~~Increases ~~relies~~in onprices ~~suppliers~~ for ~~certain~~ raw materials and components used in ~~its products. For reasons of quality assurance, cost effectiveness, or availability,~~ NTIC’s procures certain raw materials and components from sole or limited source suppliers. Among the limited source suppliers NTIC does business with are the manufacturers of plastic resins used in Natur-Tec® products. ~~NTIC generally acquires these and other raw materials and components through purchase orders placed~~ in the ~~ordinary~~past ~~course of business, and as a result, NTIC does not~~ have aadversely ~~significant~~affected ~~inventory of these materials~~ and ~~components~~in ~~and~~the ~~does~~future ~~not~~could ~~have~~adversely ~~any~~affect ~~guaranteed or contractual supply arrangements with many of these suppliers for these materials and components.~~ NTIC’s ~~dependence~~operating ~~on third-party suppliers involves several risks, including limited control over pricing, availability, quality, and delivery schedules, as well as manufacturing yields and costs~~results. ~~Suppliers of such raw materials and components may decide, or be required, for reasons beyond NTIC’s control, to cease supplying such raw materials and components to NTIC or to raise their prices.~~

~~Shortages~~NTIC ofuses certain raw materials and components in its products, ~~quality~~including ~~control~~in ~~problems~~particular plastic resins, ~~production~~which ~~capacity~~are ~~constraints~~subject to price increases. In light of higher demand and freight costs in fiscal 2025, orcertain ~~delays~~raw bymaterials ~~suppliers~~used ~~could~~in ~~negatively~~the ~~affect~~manufacture of NTIC’s ~~ability~~Natur-Tec® toproducts ~~meet~~were ~~its~~at ~~production~~times ~~obligations~~unavailable ~~and~~or ~~result~~were inavailable ~~increased~~only ~~prices~~at ~~for~~higher ~~affected parts~~costs, ~~and~~which ~~NTIC~~adversely ~~may~~affected begross ~~forced~~margins toon ~~find~~NTIC’s ~~new~~Natur-Tec® ~~suppliers~~products. ~~for~~If ~~certain~~similar shortages of raw materials. ~~The~~arise ~~rapid~~again ~~growth~~ in ~~demand~~the ~~for~~future, ~~bioplastics~~the cost and/or production of NTIC’s products ~~globally~~could ~~has~~be ~~increased~~adversely affected. Additionally, the ~~demand~~Russia-Ukraine war and geopolitical tensions in the ~~price~~Middle ~~for~~East ~~plastic~~have ~~resins,~~resulted in and ~~limited~~may ~~suppliers~~continue ofto ~~such~~result ~~plastic~~in ~~resins~~commodity ~~may~~price ~~experience~~fluctuations, ~~shortages~~which ~~caused~~have bydecreased ~~demand~~our ~~outpacing~~margins ~~their~~and ~~production~~the ~~capabilities,~~margins ~~which~~of ~~could~~our ~~result~~joint inventures ~~NTIC’s~~and ~~inability~~resulted toin ~~produce~~decreased ~~its~~joint ~~Natur-Tec®~~venture ~~products~~profitability, ~~promptly~~which orwill inlikely ~~the~~continue ~~volumes~~through ~~demanded~~fiscal 2026. ~~Any~~In ~~such shortages~~addition, ~~constraints,~~changes orto ~~delays~~international ~~may~~trade ~~result~~agreements, inincluding ~~delays~~recent inU.S. ~~shipments~~tariffs, ofcontinue ~~products~~to affect raw materials or components, ~~which~~we ~~could~~import ~~adversely~~into ~~affect~~the ~~NTIC’s~~U.S. ~~net~~To ~~sales~~reduce exposure to these and other ~~operating~~tariffs, ~~results~~NTIC ~~and~~may ~~its~~be ~~reputation.~~required ~~From~~to ~~time~~consider toalternative ~~time~~sourcing or manufacturing, ~~materials~~in-house ~~and~~production, ~~components~~or ~~used~~regionalized inmanufacturing, ~~NTIC’s~~which ~~products~~may ~~are~~require ~~subject~~significant toramp-up ~~allocation~~time ~~because~~and ofexpense ~~shortages~~or ofwhich ~~these~~may ~~materials~~not ~~and~~be ~~components~~available on feasible terms at all.

~~Increases in prices for raw materials and components used in NTIC’s products in the past have adversely affected and in the future could adversely affect NTIC’s operating results.~~18

NTIC ~~uses~~relies ~~certain~~on ~~raw~~others ~~materials~~for ~~and components in~~ its ~~products~~production, ~~including~~and inany ~~particular~~interruptions ~~plastic resins, which are subject to price increases. In light~~ of ~~freight~~these ~~issues~~arrangements incould ~~fiscal~~disrupt ~~2024, certain raw materials used in the manufacture of~~ NTIC’s ~~Natur-Tec®~~ability ~~products~~to ~~were~~fill atits ~~times unavailable or were available only at higher costs, which adversely affected gross margins on NTIC~~customers’s ~~Natur-Tec® products~~orders. If similar shortages of raw materials arise again in the future, the cost and/or production of NTIC’s products could be adversely affected. Additionally, the war between Russia and Ukraine and the resulting sanctions by U.S. and European governments have resulted in and may continue to result in 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 during fiscal 2024. Finally, changes to international trade agreements could result in additional tariffs, duties, or other charges on raw materials or components we import into the U.S.

18NTIC utilizes contract manufacturers for a significant portion of its production requirements. The majority of NTIC’s manufacturing is conducted in the United States by contract manufacturers that also perform services for numerous other companies. NTIC does not have a guaranteed level of production capacity with any of its contract manufacturers. Qualifying new contract manufacturers is time consuming and might result in unforeseen manufacturing and operations problems. The loss of NTIC’s relationships with its contract manufacturers or their inability to conduct their manufacturing and assembly services for NTIC as anticipated in terms of capacity, cost, quality, and timeliness could adversely affect NTIC’s ability to fill customer orders in accordance with required delivery, quality, and performance requirements, thus adversely affecting NTIC’s net sales and other operating results.

~~NTIC~~Changes ~~relies~~to ontrade ~~others~~regulation, ~~for~~quotas, ~~its~~duties, ~~production~~or tariffs, caused by the changing U.S. and ~~any~~geopolitical ~~interruptions~~environments ofor ~~these~~otherwise, ~~arrangements~~have ~~could~~negatively ~~disrupt~~impacted in the past and in the future may negatively impact NTIC’s ~~ability~~business, tooperating ~~fill~~results, ~~its~~and ~~customers’~~financial ~~orders~~condition.

~~NTIC~~There ~~utilizes~~is ~~contract~~significant ~~manufacturers~~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 aexample, ~~significant~~trade ~~portion~~policy changes included the imposition of ~~its~~additional ~~production~~tariffs ~~requirements~~on imported products in an effort to address trade imbalances, specifically with China, the withdrawal of the U.S. ~~The~~from ~~majority~~the Trans-Pacific Partnership, the renegotiation of ~~NTIC’s~~the ~~manufacturing~~North isAmerican ~~conducted~~Free Trade Agreement, and sanctions on Russia. On April 2, 2025, the Trump 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, byincluding ~~contract~~reciprocal ~~manufacturers~~tariffs. ~~that~~On ~~also~~July ~~perform~~31, ~~services~~2025, ~~for~~another ~~numerous~~executive ~~other~~order ~~companies~~was issued amending previous executive orders, including adjusting the reciprocal tariffs. ~~NTIC~~An ~~does~~oversupply ~~not~~of ~~have~~inexpensive agoods ~~guaranteed~~from ~~level~~China has raised concerns of ~~production~~dumping, ~~capacity~~which ~~with~~may ~~any~~cause the further imposition of ~~its~~tariffs ~~contract~~or ~~manufacturers.~~other ~~Qualifying~~trade ~~new~~regulations ~~contract~~by ~~manufacturers~~the isU.S. ~~time~~NTIC, ~~consuming~~its subsidiaries and ~~might~~joint ~~result~~ventures engage in ~~unforeseen~~sales ~~manufacturing~~outside of the United States and ~~operations~~is, ~~problems~~therefore, negatively impacted by such actions. ~~The~~Due ~~loss~~to ofthis changing landscape, it is unknown to what extent tariffs will adversely affect NTIC’s ~~relationships~~operations. ~~with~~Tariffs ~~its~~may ~~contract~~cause ~~manufacturers~~NTIC to increase prices, face decreased profit margins, and/or ~~their~~pause ~~inability~~deliveries from countries subject to ~~conduct~~high ~~their~~tariffs. NTIC may also need to seek alternative sourcing or manufacturing, in-house production, or regionalized manufacturing, which may require significant ramp-up time and ~~assembly~~expense ~~services~~or ~~for~~which ~~NTIC~~may asnot ~~anticipated~~be inavailable on feasible terms ofat ~~capacity,~~all. ~~cost~~These factors may affect production economics, ~~quality~~customer pricing, and ~~timeliness~~competitive ~~could~~positioning, ~~adversely~~particularly ~~affect~~in ~~NTIC’s~~markets ~~ability~~where the Company competes with local producers not subject to ~~fill~~comparable ~~customer~~tariff ~~orders~~exposure. These or other changes or potential changes in ~~accordance~~trade ~~with~~policies ~~required~~in ~~delivery,~~the ~~quality,~~United States and ~~performance~~the ~~requirements,~~potential ~~thus~~corresponding actions by other countries in which NTIC does business could adversely ~~affecting~~and materially affect NTIC’s ~~net~~business, ~~sales~~results ~~and~~of ~~other~~operations, ~~operating~~and ~~results~~financial condition.

~~Changes~~Global tocredit ~~trade~~and ~~regulation,~~financial ~~quotas,~~markets ~~duties,~~in orthe ~~tariffs,~~past ~~caused~~have byexperienced ~~the~~disruptions, ~~changing~~including ~~U.S.~~diminished liquidity and ~~geopolitical~~credit ~~environments~~availability orand ~~otherwise,~~rapid ~~have~~fluctuations ~~negatively impacted~~ in ~~the~~market ~~past~~valuations, ~~and~~which, inif ~~the~~they ~~future~~happen ~~may~~again, could negatively impact NTIC’s business, operating results, and financial condition.

~~There~~Any istightening ~~significant~~of ~~uncertainty~~the ~~about~~credit ~~the~~and ~~future~~financial ~~relationship~~markets ~~between~~could negatively impact the ~~United~~ability ~~States~~of ~~and~~companies ~~other~~to ~~countries~~borrow ~~with~~money ~~respect~~from totheir ~~trade~~existing ~~policies~~lenders, ~~taxes,~~obtain ~~government~~credit ~~regulations~~from other sources, ~~and~~or ~~tariffs.~~raise ~~Within~~financing ~~recent~~to ~~years,~~fund ~~for~~their ~~example,~~operations. ~~trade~~This ~~policy~~could ~~changes~~negatively ~~included~~impact the ~~imposition~~ability of ~~additional~~NTIC’s ~~tariffs~~customers onand ~~imported~~the ~~products~~customers inof anNTIC’s ~~effort~~joint ventures to ~~address~~purchase ~~trade~~NTIC’s ~~imbalances~~products, ~~specifically~~suppliers’ ~~with~~ability ~~China,~~to ~~the~~provide ~~withdrawal~~NTIC ofand ~~the~~its ~~U.S.~~joint ~~from~~ventures ~~the~~with ~~Trans-Pacific~~materials ~~Partnership~~and components, and the ~~renegotiation~~ability of ~~the~~NTIC ~~North~~and ~~American~~its ~~Free~~joint ~~Trade~~ventures, ~~Agreement~~distributors, and ~~sanctions~~sales representatives to finance operations, if needed, on ~~Russia.~~commercially Inreasonable ~~response~~terms, toor ~~some~~at all. Any or all of these ~~actions,~~events ~~certain~~could ~~countries~~negatively ~~imposed~~impact ~~retaliatory~~NTIC’s ~~actions~~business, ~~against~~operating ~~the~~results, Uand financial condition.S. Although NTIC ~~and~~maintains allowances for credit losses for estimated losses resulting from the inability of its ~~subsidiaries~~customers, distributors, and joint ventures ~~engage~~to inmake ~~sales~~required ~~outside~~payments, ofand ~~the~~such ~~United~~losses ~~States~~historically have been within NTIC’s expectations and ~~is,~~the ~~therefore~~provisions established, ~~negatively~~NTIC ~~impacted~~cannot byguarantee ~~such~~that ~~actions.~~it ~~The~~will ~~incoming~~continue ~~Trump~~to ~~administration~~experience the same loss rates that it has ~~announced~~in ~~intentions~~the topast, ~~increase~~especially ~~tariffs~~if bythere ~~10%~~are weaknesses in the worldwide economy. A significant change in the liquidity or ~~more~~financial oncondition ~~imports~~of NTIC’s customers, ~~including~~distributors, aor ~~60%~~joint ~~increase~~ventures oncould ~~goods~~cause ~~from~~unfavorable ~~China~~trends in NTIC’s receivable collections and additional allowances may be required, which could ~~lead~~adversely toaffect ~~corresponding~~NTIC’s ~~punitive~~operating ~~actions~~results. byIn ~~the~~addition, ~~countries~~weaknesses ~~with~~in ~~which~~ the ~~U.S.~~worldwide ~~trades.~~economy, ~~Any~~including ~~changes~~the orimposition ~~potential~~of ~~changes~~higher intariffs, ~~trade~~the ~~policies~~withdrawal infrom the ~~United~~Trans-Pacific ~~States~~Partnership and ~~the~~sanctions ~~potential~~on ~~corresponding~~Russia, ~~actions~~may byadversely ~~other~~impact ~~countries~~the inability ~~which~~of ~~NTIC~~suppliers ~~does~~to ~~business~~provide ~~could~~NTIC ~~adversely~~with materials and ~~materially~~components, which could adversely affect NTIC’s business, and operating results. ofNTIC ~~operations~~is unable to predict the prospects for a global economic recovery, but the longer the duration of such adverse and ~~financial~~uncertain ~~condition~~economic conditions, the greater the risks NTIC faces in operating its business.

Global credit and financial markets in the past have experienced disruptions, including diminished liquidity and credit availability and rapid fluctuations in market valuations, which, if they happen again, could negatively impact NTIC’s business, operating results, and financial condition. 19

Any tightening of the credit and financial markets could negatively impact the ability of companies to borrow money from their existing lenders, obtain credit from other sources, or raise financing to fund their operations. This could negatively impact the ability of NTIC’s ~~customers~~has ~~and~~limited ~~the~~staffing ~~customers of NTIC’s joint ventures to purchase NTIC’s products, suppliers’ ability to provide NTIC~~ and its joint ventures with materials and components, and the ability of NTIC and its joint ventures, distributors, and sales representatives to finance operations, if needed, on commercially reasonable terms, or at all. Any or all of these events could negatively impact NTIC’s business, operating results, and financial condition. Although NTIC maintains allowances for credit losses for estimated losses resulting from the inability of its customers, distributors, and joint ventures to make required payments, and such losses historically have been within NTIC’s expectations and the provisions established, NTIC cannot guarantee that it will continue to experience the same loss rates that it has in the past, especially if there are weaknesses in the worldwide economy. A significant change in the liquidity or financial condition of NTIC’s customers, distributors, or joint ventures could cause unfavorable trends in NTIC’s receivable collections and additional allowances may be ~~required,~~dependent ~~which~~upon ~~could~~key ~~adversely affect NTIC’s operating results~~employees. In addition, weaknesses in the worldwide economy, including the imposition of higher tariffs, the withdrawal from the Trans-Pacific Partnership and sanctions on Russia, may adversely impact the ability of suppliers to provide NTIC with materials and components, which could adversely affect NTIC’s business and operating results. NTIC is unable to predict the prospects for a global economic recovery, but the longer the duration of such adverse and uncertain economic conditions, the greater the risks NTIC faces in operating its business.

NTIC’s ~~has~~success ~~limited~~is ~~staffing~~dependent upon the efforts of a small management team and group of employees. NTIC’s future success will ~~continue~~depend in large part on its ability to retain its key employees and identify, attract, and retain other highly qualified managerial, technical, research and development, sales and marketing, and customer service personnel when needed. Competition for these individuals may be ~~dependent~~intense, ~~upon~~especially ~~key~~in the markets in which NTIC operates. NTIC may not succeed in identifying, attracting, and retaining these personnel. Inadequate performance by any of NTIC’s limited staff could have a negative impact on the performance of the company. In addition, none of NTIC’s employees have any contractual obligation to maintain his or her employment with NTIC. The loss or interruption of services of any of NTIC’s key personnel, including in particular its technical personnel, the inability to identify, attract, or retain qualified personnel in the future, delays in hiring qualified personnel, or any employee slowdowns, strikes, or similar actions could make it difficult for NTIC to manage its business and meet key objectives, which could harm NTIC’s business, operating results, and financial condition.

~~NTIC’s~~Although ~~success~~we ishave ~~dependent~~not ~~upon~~experienced ~~the~~any ~~efforts~~material oflabor ashortage ~~small~~to ~~management~~date, ~~team~~we ~~and~~have ~~group~~observed ofan ~~employees.~~overall ~~NTIC’s~~tightening ~~future~~and ~~success~~increasingly ~~will~~competitive ~~depend~~labor market in ~~large~~recent ~~part~~years. onA ~~its~~sustained ~~ability~~labor toshortage ~~retain~~or ~~its~~increased ~~key~~turnover ~~employees~~rates ~~and~~within ~~identify,~~our ~~attract,~~employee ~~and~~base ~~retain~~could ~~other~~lead ~~highly~~to ~~qualified~~increased ~~managerial~~costs, ~~technical,~~such ~~research~~as ~~and~~increased ~~development,~~overtime ~~sales~~to ~~and~~meet ~~marketing,~~demand and ~~customer~~increased ~~service~~wage ~~personnel~~rates ~~when~~to ~~needed.~~attract ~~Competition~~and ~~for~~retain ~~these~~employees ~~individuals~~and ~~may~~could benegatively ~~intense,~~affect ~~especially~~our inability ~~the~~to ~~markets~~efficiently inoperate ~~which~~our ~~NTIC~~manufacturing ~~operates.~~and ~~NTIC~~distribution ~~may~~facilities ~~not succeed in identifying, attracting,~~ and ~~retaining~~overall ~~these personnel~~business. ~~Inadequate~~If ~~performance~~we byare ~~any~~unable ofto ~~NTIC’s~~hire ~~limited~~and ~~staff~~retain ~~could~~employees ~~have~~capable ~~a negative impact on the performance~~ of ~~the~~performing ~~company.~~at Ina ~~addition~~high-level, ~~none~~or ofif ~~NTIC’s~~mitigation ~~employees~~measures ~~have~~we ~~any~~may ~~contractual~~take ~~obligation~~ to ~~maintain~~respond ~~his~~to ora ~~her~~decrease ~~employment~~in ~~with~~labor ~~NTIC. The loss or interruption of services of any of NTIC’s key personnel~~availability, ~~including~~such inas ~~particular~~overtime ~~its~~and ~~technical~~third-party ~~personnel~~outsourcing, ~~the~~have ~~inability~~unintended tonegative ~~identify~~effects, ~~attract,~~our orbusiness ~~retain~~could ~~qualified~~be ~~personnel~~adversely inaffected. ~~the~~An ~~future,~~overall ~~delays~~labor ~~in hiring qualified personnel~~shortage, orlack ~~any~~of ~~employee~~skilled ~~slowdowns~~labor, ~~strikes,~~increased turnover or ~~similar~~labor ~~actions~~inflation could ~~make~~have ita ~~difficult~~material ~~for~~adverse ~~NTIC~~impact toon ~~manage its business and meet key objectives, which could harm~~ NTIC’s ~~business~~operations, ~~operating~~ results of operations, ~~and~~liquidity ~~financial~~or ~~condition~~cash flows.

19NTIC faces challenges caused by its aging workforce, and NTIC may not be able to recruit, train and retain adequate replacements for its qualified and skilled employees.

~~Although~~Many weof ~~have~~our ~~not~~employees ~~experienced~~are ~~any~~approaching ~~material~~retirement ~~labor shortage to date, we have observed an overall tightening and increasingly competitive labor market in recent years~~age. AAs ~~sustained~~these ~~labor~~experienced ~~shortage~~employees ~~or increased turnover rates within our employee base could lead to increased costs~~retire, ~~such~~we asmay ~~increased~~have ~~overtime~~difficulty torecruiting ~~meet~~new ~~demand~~employees ~~and~~with ~~increased~~comparable ~~wage~~qualifications ~~rates to attract~~ and ~~retain~~experience, ~~employees~~ and ~~could~~we ~~negatively~~may ~~affect~~be ~~our~~unable ~~ability~~ to ~~efficiently~~transfer ~~operate~~ our ~~manufacturing~~employees’ ~~and~~institutional ~~distribution~~knowledge ~~facilities~~successfully ~~and overall business. If we are unable~~ to ~~hire~~new ~~and~~qualified ~~retain~~ employees. ~~capable~~Any ofsuch ~~performing~~failures atwould abe ~~high-level,~~exacerbated orat iftimes ~~mitigation~~of ~~measures~~peak wedemand. ~~may~~Our ~~take~~failure to ~~respond~~recruit toand atrain ~~decrease~~new inemployees ~~labor availability, such as overtime~~ and ~~third-party~~to ~~outsourcing,~~ensure ~~have~~they ~~unintended~~obtain ~~negative~~adequate ~~effects,~~qualifications ~~our~~and ~~business~~experience could beresult ~~adversely~~in ~~affected.~~reduced ~~An overall labor shortage~~revenues, ~~lack~~loss of ~~skilled~~customer ~~labor,~~goodwill ~~increased~~and ~~turnover or labor inflation could have~~ a material ~~adverse~~negative impact on ~~NTIC’s~~our ~~operations,~~ results of operations~~, liquidity or cash flows~~.

Given NTIC’s ~~faces~~limited ~~challenges caused by its aging workforce~~resources, ~~and~~it ~~NTIC~~ may not beeffectively ~~able~~manage ~~to recruit, train and retain adequate replacements for~~ its ~~qualified and skilled employees~~growth.

~~Many~~NTIC’s ofstrategy ~~our~~to ~~employees~~grow ~~are~~its ~~approaching~~business, ~~retirement~~including ~~age.~~in Asparticular ~~these~~its ~~experienced~~ZERUST® ~~employees~~rust ~~retire,~~and wecorrosion ~~may~~inhibiting ~~have~~products ~~difficulty~~for ~~recruiting~~the ~~new~~oil ~~employees~~and ~~with~~gas ~~comparable~~industry ~~qualifications~~and its Natur-Tec® bio-plastic resin compounds and ~~experience~~finished products, requires significant management time and weoperational ~~may~~and befinancial ~~unable~~resources. toThere ~~transfer~~is ~~our~~no ~~employees’~~assurance ~~institutional~~that ~~knowledge~~NTIC ~~successfully~~has the necessary operational and financial resources to ~~new~~manage ~~qualified~~its ~~employees~~growth. ~~Any~~This ~~such~~is ~~failures~~especially ~~would~~true beas ~~exacerbated~~it atexpands ~~times~~facilities ofand ~~peak~~manufactures ~~demand~~its products on a larger commercial scale. ~~Our~~In ~~failure~~addition, torapid ~~recruit~~growth in NTIC’s headcount and ~~train~~operations ~~new~~may ~~employees~~place ~~and~~a tosignificant ~~ensure~~strain ~~they~~on ~~obtain~~its ~~adequate~~management, ~~qualifications~~administrative, operational, and ~~experience~~financial ~~could~~infrastructure. ~~result~~Failure into ~~reduced~~adequately ~~revenues,~~manage ~~loss~~its ofgrowth ~~customer~~could ~~goodwill~~have ~~and~~ a material ~~negative~~and ~~impact~~adverse effect on ~~our~~NTIC’s business, operating results, ofand ~~operations~~financial condition. In addition, NTIC may not be successful in its strategy to grow its business.

~~Given~~The ~~NTIC’s~~evolution ~~limited~~of ~~resources,~~the itautomotive ~~may~~industry ~~not~~towards ~~effectively~~electric ~~manage~~vehicles ~~its~~could ~~growth.~~adversely affect NTIC’s business.

~~NTIC’s~~The ~~strategy~~global toautomotive ~~grow~~industry ~~its~~is ~~business,~~experiencing ~~including~~a inperiod ~~particular~~of ~~its~~significant ~~ZERUST®~~technological ~~rust~~change, ~~and~~including ~~corrosion inhibiting products for~~ the ~~oil~~development and ~~gas~~use ~~industry~~of ~~and~~electric ~~its~~vehicles, ~~Natur-Tec®~~which, ~~bio-plastic~~compared ~~resin~~to ~~compounds~~non-electric ~~and finished products~~vehicles, ~~requires~~do ~~significant~~not ~~management~~contain ~~time~~as ~~and~~many ~~operational~~metal ~~and~~components ~~financial~~that ~~resources.~~require ~~There~~NTIC’s isZERUST® noproducts ~~assurance~~and ~~that~~solutions. ~~NTIC~~During ~~has~~fiscal 2025, the ~~necessary~~automobile ~~operational~~sector ~~and~~represented ~~financial~~approximately ~~resources~~40-45% toof ~~manage~~ZERUST® ~~its~~industrial ~~growth.~~net ~~This~~sales isin ~~especially~~North ~~true~~America asand it55-60% ~~expands~~of ~~facilities~~net ~~and~~sales ~~manufactures~~of ~~its~~NTIC’s ~~products~~joint onventures. aAlthough ~~larger~~the ~~commercial~~slowdown ~~scale.~~in Inelectric ~~addition,~~vehicle ~~rapid~~production ~~growth~~continued in ~~NTIC’s~~fiscal ~~headcount~~2025, ~~and~~NTIC ~~operations~~continues ~~may~~to ~~place~~seek aadditional ~~significant~~applications ~~strain~~of on its ~~management,~~ZERUST® ~~administrative,~~products ~~operational,~~ and ~~financial~~solutions ~~infrastructure.~~related ~~Failure~~ to ~~adequately~~electric ~~manage~~vehicles ~~its~~and ~~growth~~batteries, ~~could~~which ~~have~~will alikely ~~material~~continue ~~and~~to ~~adverse~~have ~~effect~~an onincreasing ~~NTIC’s~~presence ~~business,~~in ~~operating~~the ~~results~~automotive market. However, ~~and~~increased ~~financial~~demand ~~condition.~~for Inelectric ~~addition,~~vehicles ~~NTIC~~will ~~may~~still ~~not~~adversely beaffect ~~successful~~NTIC’s innet ~~its~~sales ~~strategy~~and toother ~~grow~~operating ~~its~~results and business.

~~The evolution of the automotive industry towards electric vehicles could adversely affect NTIC’s business.~~20

~~The~~Risks ~~global~~Related automotive industry is experiencing a period of significant technological change, including the development and use of electric vehicles, which do not contain as many metal components that require NTIC’s ZERUST® products and solutions. During fiscal 2024, the automobile sector represented approximately 40-45% of ZERUST® industrial net sales in North America and 55-60% of net sales of NTIC’s joint ventures. While there was a slowdown in electric vehicle production in fiscal 2024, NTIC continues to seek additional applications of its ZERUST® products and solutions related to electric vehicles and batteries, which will likely continue to have an increasing presence in the automotive market. However, increased demand for electric vehicles, which do not contain as many components requiring these products and solutions, will still adversely affect NTIC’s ~~net~~Joint ~~sales and other operating results and business.~~Ventures

20NTIC’s liquidity and financial position rely on the receipt of fees for services provided to its joint ventures and dividend distributions from its joint ventures. No assurance can be provided that NTIC will continue to receive such fees and dividend distributions in amounts NTIC historically has received or anticipates receiving.

~~Risks~~NTIC ~~Related~~conducts business, either directly or indirectly, through several joint venture arrangements that operate in North America, Europe, and Asia. Each of these joint ventures manufactures, markets, and sells finished products in the geographic territory that it is assigned. NTIC’s receipt of funds as a result of sales by its joint ventures is dependent upon NTIC’s receipt of fees for services that NTIC provides to its joint ventures based primarily on the net sales of the individual joint ventures and NTIC’s ~~Joint~~receipt ~~Ventures~~of dividend distributions from its joint ventures based on the profitability of its joint ventures. NTIC’s liquidity and financial position in part rely on NTIC’s receipt of fees for services that NTIC provides to its joint ventures and dividend distributions from its joint ventures. During fiscal 2025, NTIC recognized $5,006,151 in fees and $1,566,947 in dividend distributions from its joint ventures. Because NTIC owns 50% or less of each of its joint venture entities, NTIC does not control the decisions of these entities regarding whether to pay dividends and, if paid, how much they should be in any given year. Thus, NTIC cannot guarantee that any of its joint ventures will pay dividends in any given year. The failure of NTIC’s joint ventures to declare dividends or the failure of NTIC to receive fees for services provided to joint ventures in amounts typically expected by NTIC could adversely affect NTIC’s liquidity and financial position.

~~NTIC’s~~Since ~~liquidity~~a ~~and~~significant ~~financial~~portion ~~position~~of ~~rely~~NTIC’s onearnings ~~the~~results ~~receipt~~from ofNTIC’s ~~fees~~equity ~~for~~income ~~services~~from ~~provided to its~~ joint ventures, and ~~dividend~~since ~~distributions~~NTIC’s ~~from~~equity ~~its~~income from joint ventures. Novaries ~~assurance~~from ~~can~~quarter ~~be provided that NTIC will continue~~ to ~~receive~~quarter, ~~such fees and dividend distributions in amounts~~ NTIC’s ~~historically~~earnings ~~has~~are ~~received~~subject orto ~~anticipates~~quarterly ~~receiving~~fluctuations.

~~NTIC~~A ~~conducts~~significant ~~business,~~portion ~~either directly or indirectly, through several joint venture arrangements that operate in North America, Europe, and Asia. Each~~ of ~~these~~NTIC’s ~~joint~~earnings ~~ventures~~results ~~manufactures,~~from ~~markets, and sells finished products in the geographic territory that it is assigned.~~ NTIC’s ~~receipt~~equity ofincome ~~funds~~from ~~as a result of sales by~~ its joint ventures. ~~is dependent upon~~ NTIC’s ~~receipt~~equity ofin ~~fees~~income ~~for~~from ~~services that NTIC provides to its~~ joint ventures ~~based~~consists ~~primarily on the net sales~~ of ~~the individual joint ventures and~~ NTIC’s ~~receipt~~share of ~~dividend~~equity ~~distributions~~in income from its joint ventures based on the overall profitability of ~~its~~the joint ventures. ~~NTIC’s~~Such ~~liquidity~~profitability ~~and~~varies ~~financial~~from ~~position~~quarter into ~~part~~quarter. ~~rely~~Since on NTIC’s ~~receipt~~management oftypically ~~fees~~receives ~~for~~quarterly ~~services that NTIC provides to its~~ joint ~~ventures~~venture ~~and~~financial ~~dividend~~information ~~distributions~~after ~~from~~the ~~its~~completion ~~joint~~of ~~ventures.~~each ~~During~~ fiscal ~~2024~~quarter, ~~NTIC~~it ~~recognized~~is ~~$5,251,782~~impossible infor ~~fees and $2,997,164 in dividend distributions from its joint ventures. Because~~ NTIC’s ~~owns~~management ~~50% or less of each of its joint venture entities, NTIC does not control the decisions of these entities regarding whether~~ to ~~pay~~cut ~~dividends~~costs and, ifexpenses ~~paid,~~to ~~how~~make ~~much~~up ~~they~~for ~~should be in~~ any ~~given~~unanticipated ~~year.~~shortfall ~~Thus,~~in NTIC’s ~~cannot~~equity ~~guarantee~~income ~~that~~from ~~any of its~~ joint ventures. ~~will~~Accordingly, ~~pay~~the ~~dividends~~variability in ~~any given year. The failure of~~ NTIC’s ~~joint~~equity ~~ventures~~income tofrom ~~declare dividends or the failure of NTIC to receive fees for services provided to~~ joint ventures, in ~~amounts~~turn, ~~typically~~subjects ~~expected by~~ NTIC ~~could adversely affect NTIC~~’s ~~liquidity~~earnings ~~and~~to ~~financial~~quarterly ~~position~~fluctuations.

~~Since~~Risks aRelated ~~significant~~to ~~portion of~~ NTIC’s ~~earnings~~International ~~results~~Business ~~from NTIC’s equity income from joint ventures,~~ and ~~since~~the ~~NTIC’s~~Foreign ~~equity~~Markets ~~income~~in ~~from~~which ~~joint ventures varies from quarter to quarter,~~ NTIC’s ~~earnings are subject to quarterly fluctuations.~~Operates

~~A significant portion of~~ NTIC’s ~~earnings~~international ~~results~~business, ~~from~~which ~~NTIC’s~~is ~~equity~~conducted ~~income~~primarily ~~from~~through its ~~joint~~subsidiaries ~~ventures.~~and ~~NTIC’s equity in income from~~ joint ventures, ~~consists~~requires ~~of NTIC’s share of equity in income from its joint ventures based on the overall profitability of the joint ventures. Such profitability varies from quarter to quarter. Since NTIC’s~~ management ~~typically~~attention ~~receives~~and ~~quarterly joint venture~~ financial ~~information~~resources ~~after~~and ~~the~~exposes ~~completion of each fiscal quarter, it is impossible for~~ NTIC’s ~~management~~ to ~~cut~~difficulties ~~costs~~ and ~~expenses~~risks topresented ~~make~~by upinternational ~~for~~economic, ~~any unanticipated shortfall in NTIC’s equity income from joint ventures. Accordingly~~political, ~~the variability in NTIC’s equity income from joint ventures~~legal, ~~in turn~~accounting, ~~subjects~~and ~~NTIC’s~~business ~~earnings to quarterly fluctuations~~factors.

~~Risks~~NTIC ~~Related~~sells toproducts and services directly, through its wholly owned and majority-owned subsidiaries, and indirectly, via a network of joint ventures, independent distributors, manufacturer’s sales representatives, and agents in over 65 countries, including countries in North America, South America, Europe, Asia, and the Middle East. One of NTIC’s ~~International~~strategic ~~Business~~objectives is the continued expansion of its international operations. The expansion of NTIC’s existing international operations and entry into additional international markets requires management attention and financial resources. For example, NTIC’s expansion of oil and gas activities in the ~~Foreign~~Middle ~~Markets~~East has faced challenges due to operating a new business unit, coordinating with a new sales team, the ability to find resources and local support, and limited experience in ~~which~~this ~~NTIC~~new ~~Operates~~space, requiring additional management and financial support. Whether and to what extent such issues persist cannot be predicted.

~~NTIC’s~~The sale and shipping of products and services across international ~~business,~~borders ~~which~~subjects NTIC to extensive and complicated U.S. and foreign governmental trade regulations. Compliance with such regulations is ~~conducted~~costly ~~primarily~~and ~~through~~exposes ~~its~~NTIC ~~subsidiaries~~to penalties for non-compliance. Other laws and ~~joint~~regulations ~~ventures~~that can significantly impact NTIC include various anti-bribery laws, ~~requires~~including ~~management~~the ~~attention~~U.S. Foreign Corrupt Practices Act, laws restricting business with suspected terrorists, and ~~financial~~anti-boycott ~~resources~~laws. Any failure to comply with applicable legal and ~~exposes~~regulatory obligations could impact NTIC in a variety of ways that include, but are not limited to, ~~difficulties~~significant criminal, civil, and ~~risks~~administrative ~~presented~~penalties, byincluding ~~international~~imprisonment ~~economic~~of individuals, ~~political~~fines and penalties, ~~legal~~denial of export privileges, ~~accounting~~seizure of shipments, and restrictions on certain business ~~factors~~activities. Also, the failure to comply with applicable legal and regulatory obligations could result in the disruption of NTIC’s shipping and sales activities.

NTIC sells products and services directly, through its wholly-owned and majority-owned subsidiaries, and indirectly, via a network of joint ventures, independent distributors, manufacturer’s sales representatives, and agents in over 65 countries, including countries in North America, South America, Europe, Asia, and the Middle East. One of NTIC’s strategic objectives is the continued expansion of its international operations. The expansion of NTIC’s existing international operations and entry into additional international markets requires management attention and financial resources. For example, NTIC’s expansion of oil and gas activities in the Middle East has faced challenges due to operating a new business unit, coordinating with a new sales team, the ability to find resources and local support, and limited experience in this new space, requiring additional management and financial support. Whether and to what extent such issues persist cannot be predicted.21

~~The~~Several ~~sale~~factors, ~~and~~including ~~shipping~~implications of ~~products~~withdrawal ~~and~~by ~~services~~the ~~across~~U.S. from, or revision to, international ~~borders~~trade ~~subjects~~agreements, ~~NTIC~~foreign topolicy ~~extensive~~changes ~~and~~between ~~complicated~~the U.S. and ~~foreign~~other ~~governmental~~countries, ~~trade~~weakened ~~regulations.~~international ~~Compliance~~economic ~~with~~conditions, ~~such~~or ~~regulations~~the isimpact ~~costly~~of ~~and~~sovereign ~~exposes~~debt ~~NTIC~~defaults toby ~~penalties~~certain ~~for~~European ~~non-compliance.~~countries, ~~Other~~could ~~laws~~adversely ~~and~~affect ~~regulations~~our ~~that~~international ~~can~~net ~~significantly~~sales. ~~impact~~Additionally, ~~NTIC~~the ~~include~~expansion ~~various~~of ~~anti-bribery~~our ~~laws,~~existing ~~including~~international ~~the~~operations ~~U.S.~~and ~~Foreign~~entry ~~Corrupt~~into ~~Practices~~additional ~~Act,~~international ~~laws~~markets ~~restricting~~require ~~business~~significant ~~with~~management ~~suspected~~attention ~~terrorists,~~ and ~~anti-boycott~~financial ~~laws~~resources. ~~Any~~In ~~failure~~many toof ~~comply~~the ~~with~~countries ~~applicable~~in ~~legal~~which ~~and~~NTIC ~~regulatory~~sells ~~obligations~~its ~~could~~products ~~impact~~directly ~~NTIC~~or inindirectly athrough ~~variety~~NTIC ofChina, ~~ways~~Zerust ~~that~~Brazil, ~~include~~Natur-Tec India, ~~but~~Natur-Tec ~~are~~Lanka, ~~not~~Zerust ~~limited~~Mexico, toZerust Singapore, ~~significant~~Zerust ~~criminal~~Taiwan, ~~civil~~Zerust Vietnam, and ~~administrative~~NTI ~~penalties~~Asean, ~~including~~its ~~imprisonment~~joint ofventures, ~~individuals~~distributors, ~~fines~~representatives, and ~~penalties~~agents are, ~~denial~~to ofsome ~~export privileges~~degree, ~~seizure~~subject ofto ~~shipments~~political, economic, and/or ~~restrictions~~social oninstability. ~~certain~~NTIC’s ~~business~~international ~~activities.~~operations ~~Also,~~expose ~~the~~NTIC ~~failure~~and toits ~~comply~~joint ~~with~~venture ~~applicable~~partners, ~~legal~~distributors, representatives, and ~~regulatory~~agents ~~obligations~~to ~~could~~risks ~~result~~inherent in ~~the~~operating ~~disruption~~in offoreign ~~NTIC’s~~jurisdictions. ~~shipping~~These ~~and~~risks ~~sales activities.~~include:

21● difficulties in managing and staffing international operations and the required infrastructure costs, including legal, tax, accounting, and information technology;

~~Several~~● ~~factors,~~the ~~including~~imposition ~~implications~~ of ~~withdrawal~~additional ~~by the~~ U.S. ~~from,~~and orforeign ~~revision~~governmental tocontrols or regulations, ~~international~~new trade ~~agreements~~restrictions, ~~foreign policy changes between the U.S.~~ and ~~other~~restrictions ~~countries,~~on ~~weakened international economic conditions, or~~ the ~~impact~~activities of ~~sovereign~~foreign ~~debt~~agents, ~~defaults by certain European countries~~representatives, ~~could~~and ~~adversely affect our international net sales. Additionally~~distributors, the ~~expansion~~imposition of ~~our~~costly ~~existing international operations~~ and ~~entry~~lengthy ~~into~~export ~~additional~~licensing ~~international~~requirements ~~markets require significant management attention~~ and ~~financial~~changes ~~resources. In many of the countries~~ in ~~which~~duties ~~NTIC sells its products directly or indirectly through NTIC China, Zerust Brazil, Natur-Tec India, Natur-Tec Lanka, Zerust Mexico, Zerust Singapore, Zerust Taiwan, Zerust Vietnam,~~ and ~~NTI Asean~~tariffs, ~~its~~license ~~joint ventures~~obligations, ~~distributors, representatives,~~ and ~~agents~~other ~~are,~~non-tariff tobarriers ~~some degree, subject~~ to political, economic, and/or social instability. NTIC’s international operations expose NTIC and its joint venture partners, distributors, representatives, and agents to risks inherent in operating in foreign jurisdictions. These risks include:trade;

● ~~difficulties~~the inimposition ~~managing~~of U.S. and/or ~~staffing~~ international ~~operations~~sanctions ~~and~~against ~~the~~a ~~required~~country, ~~infrastructure~~company, ~~costs~~person, ~~including~~or ~~legal~~entity with whom NTIC does business that would restrict or prohibit continued business with the sanctioned country, ~~tax~~company, ~~accounting~~person, ~~and~~or ~~information technology~~entity;

● ~~the~~pricing ~~imposition~~pressure ofthat ~~additional~~NTIC ~~U.S. and foreign governmental controls~~ or ~~regulations,~~its ~~new~~joint ~~trade restrictions~~ventures, ~~and restrictions on the activities of foreign agents~~distributors, representatives, and ~~distributors,~~agents ~~the~~may ~~imposition~~experience ~~of costly and lengthy export licensing requirements and changes in duties and tariffs, license obligations, and other non-tariff barriers to trade~~internationally;

● ~~the~~laws ~~imposition of U.S.~~ and~~/or~~ ~~international sanctions against a country, company, person, or entity with whom NTIC does~~ business ~~that~~practices ~~would~~favoring ~~restrict~~local ~~or prohibit continued business with the sanctioned country, company, person, or entity~~companies;

● ~~pricing~~adverse ~~pressure~~currency ~~that~~exchange ~~NTIC~~rate ~~or its joint ventures, distributors, representatives, and agents may experience internationally~~fluctuations;

● ~~laws~~longer payment cycles and ~~business~~difficulties ~~practices~~enforcing ~~favoring~~agreements ~~local~~and ~~companies~~collecting receivables through certain foreign legal systems;

● ~~adverse~~national ~~currency~~and ~~exchange~~international ~~rate~~conflicts, ~~fluctuations~~including foreign policy changes or terrorist acts;

● ~~longer payment cycles and~~ difficulties in enforcing ~~agreements~~or ~~and~~defending ~~collecting~~intellectual ~~receivables~~property ~~through certain foreign legal systems~~rights;

● ~~national~~multiple, ~~and international conflicts~~changing, ~~including~~and ~~foreign~~often ~~policy~~inconsistent ~~changes~~enforcement orof ~~terrorist~~laws ~~acts~~and regulations; and

● ~~difficulties~~the inpotential ~~enforcing~~payment orof ~~defending~~U.S. ~~intellectual~~income ~~property~~taxes ~~rights;~~on certain earnings of joint ventures upon repatriation.

●Out ~~multiple,~~of ~~changing~~NTIC’s joint ventures, ~~and~~NTIC’s ~~often~~joint ~~inconsistent~~venture ~~enforcement~~in Germany is the most significant in terms of ~~laws~~assets and ~~regulations;~~income to NTIC. If sales of NTIC’s products and services by this joint venture were to significantly decline or if NTIC’s relationships with this joint venture were to significantly deteriorate, NTIC’s operating results likely would be adversely affected.

●NTIC considers its joint venture in Germany (EXCOR) to be individually significant to NTIC’s consolidated assets and income and, therefore, provides certain additional information regarding EXCOR in the ~~potential~~notes ~~payment~~to NTIC’s consolidated financial statements and in certain sections of Uthis report.S Accordingly, if sales of NTIC’s products and services by this joint venture were to significantly decline or if NTIC’s relationships with this joint venture were to significantly deteriorate such that the joint venture terminated or was not motivated to sell NTIC’s products and services, NTIC’s operating results likely would be adversely affected. ~~income~~While ~~taxes~~this onis also true with respect to the other joint venture entities of which additional information is provided in NTIC’s consolidated financial statements and in certain ~~earnings~~other sections of ~~joint~~this ~~ventures~~report, ~~upon~~the ~~repatriation~~significance is not as great as with EXCOR. EXCOR’s profitability has decreased over the past few years as compared to prior years, which has adversely affected NTIC’s financial results.

Furthermore, in June 2016, the United Kingdom held a referendum in which voters approved an exit from the European Union, commonly referred to as “Brexit.” The United Kingdom officially terminated its membership of the European Union on January 31, 2020 and remained in a transition phase until December 31, 2020. Although the United Kingdom and the European Union struck a bilateral trade and cooperation deal governing the future relationship between the United Kingdom and the European Union, which became effective on May 1, 2021, political and economic uncertainties remain, and it is possible that there will be increased regulatory complexities, which could affect NTIC’s ability to sell its products in certain European Union countries and subject NTIC to heightened risks in that region. Any of these effects of Brexit, and other similar referenda that NTIC cannot anticipate, could adversely affect its business, operations, and financial results.22

~~Out~~The ofongoing ~~NTIC’s~~war ~~joint~~between ~~ventures,~~Russia ~~NTIC’s~~and ~~joint~~Ukraine ~~venture~~and ~~in Germany is~~ the ~~most~~conflicts ~~significant~~ in ~~terms~~the ofMiddle ~~assets~~East ~~and~~may ~~income~~adversely toaffect NTIC~~. If sales of NTIC~~’s ~~products~~business and ~~services by this joint venture were to significantly decline or if NTIC’s relationships with this joint venture were to significantly deteriorate, NTIC’s operating~~ results ~~likely~~of ~~would be adversely affected~~operations.

~~NTIC~~Given ~~considers~~the ~~its~~nature ~~joint~~of ~~venture in Germany (EXCOR) to be individually significant to~~ NTIC’s ~~consolidated~~business ~~assets~~ and ~~income~~its ~~and~~global operations, ~~therefore~~political, ~~provides~~economic, ~~certain~~and ~~additional~~other ~~information~~conditions ~~regarding EXCOR~~ in ~~the~~foreign ~~notes~~countries ~~to NTIC’s consolidated financial statements~~ and ~~in certain sections of this report. Of the total equity in income from joint ventures of $4~~regions,~~223,296~~ ~~during~~including ~~fiscal~~geopolitical ~~2024~~risks, ~~NTIC~~such ~~had~~as ~~equity in income from joint ventures of $2,299,274 attributable to EXCOR. Of~~ the ~~total~~Russia-Ukraine ~~fee~~war ~~income for services provided to joint ventures of $5,251,782 during fiscal 2024, fees of $828,932 were attributable to EXCOR. Accordingly, if sales of NTIC’s products~~ and ~~services~~ongoing byconflicts ~~this~~in ~~joint venture were to significantly decline or if NTIC’s relationships with this joint venture were to significantly deteriorate such that~~ the ~~joint~~Middle ~~venture terminated or was not motivated to sell NTIC’s products and services~~East, ~~NTIC’s~~may ~~operating results likely would be~~ adversely ~~affected.~~affect ~~While this is also true with respect to the other joint venture entities of which additional information is provided in~~ NTIC’s ~~consolidated~~business ~~financial statements~~ and inresults ~~certain other sections~~ of ~~this report, the significance is not as great as with EXCOR~~operations. ~~EXCOR’s profitability has decreased over the past few years as compared to prior years, which has adversely affected NTIC’s financial results.~~

22In 2022, NTIC took actions to limit its operations in Russia and Ukraine, which were adversely affected by the war between Russia and Ukraine, though these losses did not have a material impact on NTIC’s operating results. NTIC terminated its joint venture in Russia in May 2022, which also did not have an adverse effect on its results of operations or financial condition given the immateriality of the joint venture. The broader consequences of this conflict, which may include additional international sanctions, embargoes, regional instability, and geopolitical shifts; increased tensions between the United States and countries in which NTIC operates; and the extent of the conflict’s effect on NTIC’s business and results of operations, as well as the global economy, cannot be predicted.

To the extent the ongoing war between Russia and Ukraine adversely affects NTIC’s ~~acquisition~~business, ofit may also have the ~~remaining~~effect ~~50%~~of ~~ownership~~heightening ~~interest~~many other risks disclosed herein, any of ~~HNTI~~which could materially and ~~any~~adversely ~~future~~affect ~~similar~~NTIC’s ~~acquisitions~~business ~~involve~~and ~~risk~~results of operations. Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation, demand for NTIC’s products and potential recessionary economic conditions; increased cyber security threats; adverse changes in trade policies, taxes, government regulations, and tariffs; NTIC’s ability to implement and execute its business strategy, particularly with regard to its joint ventures; disruptions in global supply chains; its exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the capital markets.

~~Effective~~The asongoing ofconflicts ~~September~~in 1,the ~~2021~~Middle East, ~~NTIC~~including ~~acquired~~ the ~~remaining~~Israel-Hamas ~~50%~~war, ~~ownership~~may ~~interest~~adversely inaffect ~~its~~NTIC’s ~~Indian~~business ~~joint~~and ~~venture,~~results ~~HNTI~~of operations. ItAlthough isthe ~~possible~~length, ~~that~~impact asand ~~part~~outcome of ~~its~~these ~~succession~~conflicts ~~planning~~remain ~~efforts~~highly ~~with respect to its joint venture partners~~unpredictable, ~~NTIC~~it ~~may~~could ~~complete~~lead ~~similar~~to ~~acquisitions~~significant inmarket ~~the~~and ~~future.~~other ~~Similar future acquisitions will depend~~disruptions, inincluding ~~part,~~disruptions onto the ~~availability~~oil ofand ~~similar~~gas ~~opportunities~~industry, orsignificant ~~other~~volatility ~~suitable~~in ~~acquisition~~commodity ~~candidates at acceptable~~ prices, ~~terms,~~ and ~~conditions~~supply ~~and the availability~~ of ~~capital~~energy ~~and~~resources, ~~personnel~~instability ~~resources~~in tofinancial ~~complete~~markets, ~~such~~supply ~~acquisitions~~chain ~~and~~interruptions, ~~run~~political and ~~integrate~~social ~~the~~instability ~~acquired~~and ~~business~~other ~~effectively.~~material ~~These acquisitions involve risk~~ and ~~may~~adverse ~~harm~~effects ~~NTIC’s~~on ~~business,~~macroeconomic ~~reputation, financial condition, and operating results~~conditions. ~~For~~It ~~instance,~~is ~~the~~not ~~benefits~~possible ofat ~~such~~this ~~acquisitions may take more~~ time ~~than expected~~ to ~~develop~~predict or ~~integrate~~determine ~~into~~the ~~NTIC’s~~ultimate ~~operations,~~consequences ~~and NTIC cannot guarantee that such acquisitions will, in fact, produce any long-term benefits. Acquisitions involve a number~~ of ~~risks,~~this ~~the occurrence of which could adversely affect NTIC’s business, reputation, financial condition, and operating results, including:~~conflict.

●To ~~diversion~~the extent the ongoing conflicts in the Middle East, including the Israel-Hamas war, adversely affects NTIC’s business, it may also have the effect of ~~management~~heightening many other risks disclosed herein, any of which could materially and adversely affect NTIC’s ~~attention~~business and results of operations. Such risks include, but are not limited to, ~~manage~~adverse ~~and~~effects ~~integrate~~on the ~~acquired~~oil and gas industry, adverse effects on macroeconomic conditions, including inflation, demand for NTIC’s products and potential recessionary economic conditions; increased cyber security threats; adverse changes in trade policies, taxes, government regulations, and tariffs; NTIC’s ability to implement and execute its business strategy, particularly with regard to its joint ventures; disruptions in global supply chains; its exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the capital markets.

●The ~~disruption~~operations toof ~~existing~~NTIC ~~operations~~China may be adversely affected by China’s evolving economic, political, and ~~plans;~~social conditions, as well as increasing tensions between the United States and China.

●The ~~inability~~results of operations and future prospects of NTIC China may be adversely affected by, among other things, changes in China’s political, economic, and social conditions, escalating tensions between China and Taiwan, changes in the relationship between China and its western trade partners, changes in policies of the Chinese government, changes in laws and regulations or in the interpretation of existing laws and regulations, changes in foreign exchange regulations, measures that may be introduced to ~~effectively~~control ~~manage~~inflation, such as interest rate increases, changes in the ~~expanded~~rates or methods of taxation, and increasing tensions between the United States and China. In addition, changes in demand could result from increased competition with local Chinese manufacturers who have cost advantages or who may be preferred suppliers for Chinese end users. In fiscal 2025, there was a continued reduction of export to the U.S. and Europe from China as the Chinese government focused on domestic consumption to maintain gross domestic product growth. Also, Chinese commercial laws, regulations, and interpretations applicable to non-Chinese owned market participants, such as NTIC China, are continually changing, and such changes may require NTIC China to change how it conducts its business. These laws, regulations, and interpretations could impose restrictions on NTIC’s and NTIC China’s ownership or operations; or NTIC’s interests in China and could adversely affect NTIC’s business, results of operations, and financial condition.

● difficulties or delays in integrating and assimilating information and financial systems, internal controls, operations, manufacturing processes and products of an acquired business or in realizing projected efficiencies, growth prospects, cost savings, and other synergies;23

●Local ~~potential~~regulations ~~loss~~in China relating to the 2021 electric power shortage have been ongoing and may adversely affect NTIC China’s operations or the operations of ~~key~~our ~~employees~~suppliers with facilities in China. For example, ~~customers~~these regulations could result in partial or ~~suppliers~~complete factory shutdowns due to a lack of continuous supply of electrical power. Additionally, the ~~acquired~~price ~~businesses~~of orelectric ~~adverse~~power ~~effects~~may onbe ~~existing~~increased, ~~business~~and ~~relationships~~peak-demand periods during which prices are higher may be extended by local governments. Certain of our resin suppliers with ~~employees~~facilities in China were adversely impacted by these regulations, ~~customers~~which contributed to constrained supply. Although NTIC China’s operations have not been significantly impacted by regulations related to electric power shortages to date, updates to such regulations may in the future decrease or ~~suppliers;~~shut down production or increase product costs, which could adversely affect NTIC’s business, results of operations, and financial condition.

●These ~~write-off~~and ofother ~~significant~~factors, ~~amounts of goodwill~~including, ~~other~~but ~~intangible~~not ~~assets~~limited to, ~~and/or~~rising ~~long-lived~~labor ~~assets~~costs asin aChina ~~result~~and ofmore ~~deterioration~~favorable investment policies in ~~the~~Southeast ~~performance~~Asian ofcountries, anhave ~~acquired~~caused ~~business,~~some ~~adverse~~companies ~~market~~to ~~conditions,~~relocate ~~changes~~from inChina ~~the~~to ~~competitive~~Southeast ~~landscape,~~Asia. ~~changes~~Remaining in ~~laws~~China orcould ~~regulations~~result ~~that~~in ~~restrict~~these ~~activities~~factors oftogether anadversely ~~acquired~~affecting NTIC’s business, orresults ~~as a result~~ of aoperations, ~~variety~~and offinancial ~~other circumstances;~~condition.

●Intellectual ~~violation of confidentiality, intellectual~~ property, ~~and~~rights ~~non-compete~~are ~~obligations~~difficult orto ~~agreements~~enforce byin ~~employees~~China, ofwhich ancould ~~acquired~~harm NTIC’s business, orresults ~~lack~~ of operations, or ~~inadequate~~financial ~~formal intellectual property protection mechanisms in place at an acquired business;~~condition.

●Chinese ~~adverse~~commercial ~~impact~~law onis ~~overall~~relatively ~~profitability~~undeveloped ifcompared to commercial law in many of NTIC’s ~~expanded~~other ~~operations~~major domarkets, ~~not~~and ~~achieve~~limited protection of intellectual property is available in China as a practical matter. Although NTIC takes precautions in the ~~growth~~operation ~~prospects,~~of ~~net~~NTIC ~~sales,~~China ~~net~~to ~~earnings~~protect NTIC’s intellectual property, ~~cost~~any ~~and/~~local manufacturer of products that NTIC undertakes in China could subject NTIC to an increased risk that unauthorized parties will be able to copy or ~~revenue~~otherwise ~~synergies,~~obtain or ~~other~~use ~~financial~~NTIC’s ~~results~~intellectual ~~projected~~property, inwhich could harm NTIC’s ~~valuation~~business. ~~models,~~NTIC ~~delays~~may also have limited legal recourse in the ~~realization~~event ~~thereof~~it orencounters ~~costs~~patent or ~~charges~~trademark ~~incurred~~infringers, towhich ~~achieve~~could ~~any~~adversely ~~revenue~~affect orNTIC’s ~~cost~~business, ~~synergies;~~results of operations, and financial condition.

●Uncertainties ~~reallocation~~with ofrespect ~~amounts of capital from other operating initiatives and/or an increase in leverage and debt service requirements~~ to ~~pay~~the ~~acquisition~~Chinese ~~purchase~~legal ~~prices,~~system ~~which~~may ~~could~~adversely inaffect ~~turn~~the ~~restrict~~operations ~~NTIC’s ability to access additional capital when needed or limit its ability to pursue other important elements~~ of ~~its~~NTIC ~~business strategy;~~China.

●NTIC ~~inaccurate~~China ~~assessment~~is subject to laws and regulations applicable to foreign investment in China. There are uncertainties regarding the interpretation and enforcement of laws, rules, and policies in China. The Chinese legal system is based on written statutes, and prior court decisions have limited precedential value. Because many laws and regulations are relatively new, and the Chinese legal system is still evolving, the interpretations of many laws, regulations, and rules are not always uniform. Moreover, the relative inexperience of China’s judiciary in many cases creates additional ~~post-acquisition~~uncertainty as to the outcome of any litigation, ~~undisclosed~~and the interpretation of statutes and regulations may be subject to government policies reflecting domestic political agendas. Finally, ~~contingent~~enforcement of existing laws or ~~other~~contracts ~~liabilities~~based on existing law may be uncertain and sporadic. For the preceding reasons, it may be difficult for NTIC or ~~problems~~NTIC China to obtain timely or equitable enforcement of laws ostensibly designed to protect companies like NTIC or NTIC China, ~~unanticipated~~which ~~costs~~could ~~associated~~adversely ~~with~~affect anNTIC’s ~~acquisition;~~business, results of operations, and financial condition.

●Failure ~~impacts~~to ascomply awith ~~result~~the ofU.S. ~~purchase~~Foreign ~~accounting~~Corrupt ~~adjustments,~~Practices ~~incorrect~~Act ~~estimates~~could ~~made~~subject inNTIC ~~the~~to, ~~accounting~~among ~~for~~other ~~acquisitions~~things, ~~incurrence~~penalties ofand ~~non-recurring~~legal ~~charges,~~expenses orthat ~~other~~could ~~potential~~harm ~~financial~~its ~~accounting~~reputation orand ~~reporting~~have ~~impacts~~a material adverse effect on its business, results of operations, and financial condition.

InNTIC ~~addition,~~is ~~effective~~subject ~~internal~~to ~~controls~~the ~~are~~U.S. ~~necessary~~Foreign ~~for~~Corrupt ~~NTIC~~Practices toAct, ~~provide~~or ~~reliable~~the ~~and~~FCPA, ~~accurate~~which ~~financial~~generally ~~reports~~prohibits covered entities and their intermediaries from engaging in bribery or making other prohibited payments to ~~effectively~~foreign ~~prevent~~officials ~~fraud.~~for ~~The~~the ~~integration~~purpose of ~~acquired~~obtaining ~~businesses~~or ~~may~~retaining ~~result~~business inor ~~NTIC’s~~other ~~systems~~benefits. In addition, the FCPA imposes accounting standards and ~~controls~~requirements ~~becoming~~on ~~increasingly~~U.S. ~~complex~~publicly-traded corporations and ~~more~~their ~~difficult~~foreign affiliates, which are intended to ~~manage.~~prevent ~~NTIC~~the ~~devotes~~diversion ~~significant~~of ~~resources~~corporate funds to the payment of bribes and ~~time~~other toimproper ~~comply~~payments ~~with~~and to prevent the ~~internal~~establishment ~~control~~of ~~over~~“off ~~financial~~books” ~~reporting~~slush ~~requirements~~funds offrom ~~the~~which ~~Sarbanes-Oxley~~such ~~Act~~improper ofpayments ~~2002~~can be made. ~~However,~~NTIC italso ~~cannot~~is besubject ~~certain~~to ~~that~~similar ~~these~~anticorruption ~~measures~~legislation ~~will~~implemented ~~ensure~~in ~~that~~Europe ~~NTIC~~under ~~designs,~~the ~~implements,~~Organization for Economic Co-operation and ~~maintains~~Development’s ~~adequate~~Convention ~~control~~on ~~over~~Combating ~~its~~Bribery ~~financial~~of ~~processes~~Foreign ~~and~~Public ~~reporting~~Officials in ~~the~~International ~~future~~Business Transactions. NTIC and its joint ventures, ~~particularly~~distributors, independent representatives, and agents operate in ~~the~~a ~~context~~number of ~~acquisitions~~jurisdictions ofthat ~~other~~pose ~~businesses.~~a ~~Any~~high ~~difficulties~~risk inof ~~the~~potential ~~assimilation~~violations of ~~acquired~~the ~~businesses~~FCPA ~~into~~and ~~NTIC~~other anticorruption laws, based on measurements such as Transparency International’s ~~internal~~Corruption ~~control~~Perception ~~framework~~Index, ~~could~~and ~~harm~~NTIC ~~its~~utilizes ~~operating~~a ~~results~~number orof ~~cause~~joint ventures, distributors, independent representatives, and agents for whose actions NTIC tocould ~~fail~~be toheld ~~meet~~liable under the FCPA. NTIC informs its ~~financial~~personnel, ~~reporting~~joint ~~obligations.~~ventures, ~~Also~~distributors, ~~acquisitions~~independent ~~require~~representatives, and agents of the ~~consent~~requirements of the ~~lender~~FCPA ~~under~~and ~~NTIC’s~~other ~~loan~~anticorruption ~~agreement~~laws, including, but not limited to, their reporting requirements. NTIC ~~cannot~~also ~~predict~~has ~~whether~~developed ~~such~~and ~~approval~~will ~~would~~continue beto ~~forthcoming~~develop orand ~~the~~implement ~~terms~~systems for formalizing its contracting processes, performing due diligence on ~~which~~agents, ~~the~~and ~~lender~~improving ~~would~~its ~~approve~~recordkeeping ~~such~~and ~~acquisitions~~auditing practices regarding these regulations. ~~These~~However, ~~risks~~there is no guarantee that NTIC’s employees, ~~among~~joint ~~others~~ventures, ~~could~~distributors, beindependent ~~heightened~~representatives, ifor other agents have not or will not engage in conduct undetected by NTIC’s ~~completes~~processes aand ~~large~~for ~~acquisition~~which orNTIC ~~multiple~~might ~~transactions~~be ~~within~~held aresponsible ~~relatively~~under ~~short~~the ~~period~~FCPA ofor ~~time~~other anticorruption laws.

2324

~~The~~If ~~ongoing~~NTIC’s ~~wars~~employees, ~~between~~joint ~~Russia~~ventures, ~~and~~distributors, ~~Ukraine~~third-party sales representatives, or other agents are found to have engaged in such practices, NTIC could suffer severe penalties, including criminal and ~~Israel~~civil penalties, disgorgement, and ~~Hamas~~other ~~may~~remedial ~~adversely~~measures, ~~affect~~including ~~NTIC’s~~further ~~business~~changes or enhancements to its procedures, policies, and ~~results~~controls ofand ~~operations~~potential personnel changes and disciplinary actions.

~~Given~~Certain ~~the~~private ~~nature~~and foreign companies, including some of NTIC’s ~~business~~competitors, ~~and~~are ~~its~~not ~~global~~subject ~~operations,~~to ~~political~~prohibitions as strict as those under the FCPA or, ~~economic~~even if subjected to strict prohibitions, ~~and~~such ~~other~~prohibitions ~~conditions~~may be laxly enforced in ~~foreign~~practice. ~~countries~~If ~~and~~NTIC’s ~~regions~~competitors engage in corruption, ~~including~~extortion, ~~geopolitical~~bribery, ~~risks~~pay-offs, ~~such~~theft, asor ~~the~~other ~~ongoing~~fraudulent ~~wars~~practices, ~~between~~they ~~Russia~~may ~~and~~receive ~~Ukraine~~preferential ~~and~~treatment ~~Israel~~from ~~and~~personnel ~~Hamas,~~of ~~may~~some ~~adversely~~companies ~~affect~~or from government officials, giving NTIC’s competitors an advantage in securing business and ~~results~~putting ofNTIC ~~operations~~at a disadvantage.

InFluctuations ~~2022,~~in ~~NTIC~~foreign ~~took~~currency ~~actions~~exchange torates ~~limit~~could ~~its~~result ~~operations~~ in ~~Russia~~declines ~~and~~in ~~Ukraine, which were adversely affected by the war between Russia and Ukraine, though these losses did not have a material impact on~~ NTIC’s ~~operating~~earnings results. NTIC terminated its joint venture in Russia in May 2022, which also did not have an adverse effect on its results of operations or financial condition given the immateriality of the joint venture. The broader consequences of this conflict, which may include additional international sanctions, embargoes, regional instability, and ~~geopolitical~~changes ~~shifts; increased tensions between the United States and countries~~ in ~~which~~ NTIC ~~operates; and the extent of the conflict~~’s ~~effect~~foreign oncurrency ~~NTIC’s~~translation ~~business and results of operations, as well as the global economy, cannot be predicted~~adjustments.

ToBecause the ~~extent~~functional ~~the~~currency ~~ongoing~~of ~~war~~NTIC’s ~~between~~foreign ~~Russia~~operations ~~and~~is ~~Ukraine~~the ~~adversely~~applicable ~~affects~~local currency, NTIC’s ~~business,~~is itexposed ~~may~~to ~~also~~foreign ~~have~~currency ~~the~~exchange ~~effect~~rate ofrisk ~~heightening~~arising ~~many~~from ~~other~~transactions ~~risks~~in ~~disclosed~~the ~~herein,~~normal ~~any~~course of ~~which~~business. ~~could materially and adversely affect~~ NTIC’s ~~business~~principal ~~and~~exchange ~~results~~rate ofexposure ~~operations.~~is ~~Such~~with ~~risks~~the ~~include~~Euro, ~~but~~the ~~are~~Japanese ~~not~~Yen, ~~limited~~the toIndian Rupee, ~~adverse~~the ~~effects~~Chinese onRenminbi, ~~macroeconomic~~the ~~conditions,~~South ~~including~~Korean ~~inflation~~Won, ~~demand~~and ~~for~~the English Pound against the U.S. dollar. NTIC’s ~~products~~fees for services provided to its joint ventures and ~~potential~~dividend ~~recessionary~~distributions ~~economic~~from ~~conditions;~~these ~~increased~~foreign ~~cyber~~entities ~~security~~are ~~threats~~paid in foreign currencies; ~~adverse~~thus, ~~changes~~fluctuations in ~~trade~~foreign ~~policies,~~currency ~~taxes,~~exchange ~~government~~rates ~~regulations,~~could ~~and~~result ~~tariffs;~~in declines in NTIC’s ~~ability~~earnings. toAny ~~implement~~changes ~~and~~in ~~execute~~foreign ~~its~~currency ~~business~~exchange ~~strategy,~~rates ~~particularly~~would ~~with~~be ~~regard~~reflected toas ~~its~~a ~~joint~~foreign ~~ventures;~~currency ~~disruptions~~translation adjustment and would not change NTIC’s equity in ~~global~~income ~~supply~~from ~~chains;~~joint ventures reflected in its ~~exposure~~consolidated tostatements ~~foreign~~of ~~currency~~operations. ~~fluctuations;~~NTIC ~~and~~does ~~constraints,~~not ~~volatility,~~hedge oragainst ~~disruption~~its inforeign ~~the~~currency ~~capital~~exchange ~~markets~~rate risk.

~~The~~Economic ~~ongoing~~uncertainty ~~war~~in ~~between~~developing ~~Israel~~markets ~~and~~could ~~Hamas may~~ adversely affect NTIC’s ~~business~~revenue and ~~results of operations~~earnings. On October 7, 2023, Hamas, a U.S. designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel. On October 8, 2023, Israel formally declared war on Hamas, which is ongoing as of the date of this filing. Hostilities have occasionally escalated, impacting surrounding countries in the Middle East. Although the length, impact and outcome of this conflict between Israel and Hamas are highly unpredictable, it could lead to significant market and other disruptions, including disruptions to the oil and gas industry, significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability and other material and adverse effects on macroeconomic conditions. It is not possible at this time to predict or determine the ultimate consequences of this conflict.

ToNTIC ~~the~~conducts ~~extent~~business, ~~the~~or ~~ongoing~~is ~~war~~contemplating ~~between~~expansion, ~~Israel~~in ~~and~~developing ~~Hamas~~markets ~~adversely~~with ~~affects~~economies ~~NTIC’s~~that ~~business,~~tend itto ~~may~~be ~~also~~more ~~have~~volatile than those in the ~~effect~~United States and Western Europe. The risk of ~~heightening~~doing ~~many~~business ~~other~~in ~~risks~~developing ~~disclosed~~markets ~~herein~~such as China, ~~any~~Brazil, ofIndia, ~~which~~Russia, ~~could~~the ~~materially~~United Arab Emirates, Mexico, and other economically volatile areas could adversely affect NTIC’s ~~business~~operations and ~~results of operations~~earnings. Such risks include financial instability among customers in these regions, ~~but~~political ~~are~~instability, ~~not~~fraud ~~limited~~or tocorruption, ~~adverse~~and ~~effects~~other onnon-economic factors, and irregular trade flows that need to be managed successfully with the ~~oil~~help ~~and~~of ~~gas~~the ~~industry~~local governments. In addition, ~~adverse~~commercial ~~effects~~laws onin ~~macroeconomic~~some ~~conditions~~developing countries can be vague, ~~including~~inconsistently ~~inflation~~administered, ~~demand~~and ~~for~~retroactively applied. If NTIC is deemed not to be in compliance with applicable laws in developing countries where NTIC conducts business, its prospects and business in those countries could be harmed, which could then have a material adverse impact on NTIC’s ~~products~~operating results and ~~potential~~financial ~~recessionary~~position. NTIC’s failure to successfully manage economic, ~~conditions;~~political, ~~increased~~and ~~cyber~~other ~~security~~risks ~~threats;~~relating ~~adverse~~to ~~changes~~doing business in ~~trade~~developing ~~policies,~~countries ~~taxes,~~and ~~government~~economically ~~regulations,~~and politically volatile areas could adversely affect its business.

~~and~~Risks ~~tariffs;~~Related to NTIC’s ability to implement and execute its business strategy, particularly with regard to its joint ventures; disruptions in global supply chains; its exposure to foreign currency fluctuations; and constraints, volatility, orProducts

~~disruption~~NTIC faces intense competition in ~~the~~almost ~~capital~~all ~~markets~~of its product lines, including from competitors that have substantially greater resources than NTIC does. No assurance can be provided that NTIC will be able to compete effectively, which would harm its business and operating results.

~~The~~NTIC’s ~~operations~~products are sold in intensely competitive markets throughout the world. This intense competition could result in pricing pressures, lower sales, reduced margins, and lower market share. With respect to its rust and corrosion inhibiting products, NTIC competes on the basis of product innovation, quality, reliability, product support, customer service, reputation, and price. With respect to its Natur-Tec® resin compounds and finished products, NTIC ~~China~~competes on the basis of performance, brand awareness, distribution network, product availability, product offering, shelf life, place of manufacture, and price. NTIC often competes with numerous manufacturers, many of which have substantially greater financial, marketing, and other resources than NTIC. As a result, they may be ~~adversely~~able ~~affected~~to byadapt ~~China~~more quickly than NTIC to new or emerging technologies, industry trends, and changes in customer requirements or to devote greater resources to the promotion and sale of their products than NTIC. In addition, competition could increase if new companies enter the markets in which NTIC competes, especially when the barriers to entry are low, which may be true with respect to NTIC’s ~~evolving~~rust ~~economic~~and corrosion prevention business, ~~political~~or if existing competitors expand their product lines or intensify efforts within existing product lines. NTIC’s current products, products under development, and ~~social~~its ~~conditions~~ability to develop new and improved products may be insufficient to enable NTIC to compete effectively with its competitors. No assurance can be provided that NTIC will be able to compete effectively, aswhich ~~well~~would asharm ~~increasing~~its ~~tensions~~business ~~between~~and ~~the~~operating ~~United~~results. ~~States~~In particular, NTIC has experienced more intense competition with respect to many of its traditional ZERUST® rust and ~~China~~corrosion inhibiting products and services, which has led to decreased pricing and smaller margins for NTIC.

The results of operations and future prospects of NTIC China may be adversely affected by, among other things, changes in China’s political, economic, and social conditions, escalating tensions between China and Taiwan, changes in the relationship between China and its western trade partners, changes in policies of the Chinese government, changes in laws and regulations or in the interpretation of existing laws and regulations, changes in foreign exchange regulations, measures that may be introduced to control inflation, such as interest rate increases, changes in the rates or methods of taxation, and increasing tensions between the United States and China. In addition, changes in demand could result from increased competition with local Chinese manufacturers who have cost advantages or who may be preferred suppliers for Chinese end users. Also, Chinese commercial laws, regulations, and interpretations applicable to non-Chinese owned market participants, such as NTIC China, are continually changing, and such changes may require NTIC China to change how it conducts its business. These laws, regulations, and interpretations could impose restrictions on NTIC’s and NTIC China’s ownership or operations or NTIC’s interests in China and could adversely affect NTIC’s business, results of operations, and financial condition.25

24NTIC’s ZERUST® rust and corrosion inhibiting products and services generate a significant portion of NTIC’s net sales and the net sales of NTIC’s joint ventures. Accordingly, if sales of these products and services were to decline, NTIC’s operating results would be adversely affected.

~~Local~~NTIC’s ~~regulations~~ZERUST® inrust ~~China~~and ~~related~~corrosion toinhibiting ~~the~~products ~~electric~~and ~~power~~services ~~shortage~~generate ~~that~~a ~~began~~significant inportion ~~2021~~of ~~may adversely affect~~ NTIC ~~China~~’s ~~operations~~net orsales and the ~~operations~~net sales of ~~our~~NTIC’s ~~suppliers~~joint ~~with facilities in China~~ventures. ~~For~~During ~~example~~fiscal 2025, ~~these~~74.2% ~~regulations~~of ~~could~~NTIC’s ~~result~~consolidated innet ~~partial~~sales orwere ~~complete~~derived ~~factory~~from ~~shutdowns~~sales ~~due~~of toZERUST® arust ~~lack~~and ofcorrosion ~~continuous~~inhibiting ~~supply~~products ofand ~~electrical power~~services. ~~Additionally,~~While the ~~price~~net sales of ~~electric~~NTIC’s ~~power~~joint ~~may~~ventures beare ~~increased,~~not ~~and~~included ~~peak-demand~~in ~~periods~~NTIC’s ~~during~~net ~~which~~sales ~~prices~~on ~~are~~NTIC’s ~~higher~~consolidated ~~may~~financial bestatements, ~~extended~~NTIC’s byreceipt ~~local~~of ~~governments.~~fees ~~Certain~~for ofservices ~~our~~that ~~resin~~NTIC ~~suppliers~~provides ~~with~~to ~~facilities~~its injoint ~~China~~ventures ~~were~~and ~~adversely~~NTIC’s ~~impacted~~receipt byof ~~these~~dividend ~~regulations,~~distributions ~~which~~from ~~contributed~~its tojoint ~~constrained~~ventures ~~supply.~~are ~~Although~~based ~~NTIC~~primarily ~~China’s~~on ~~operations~~the ~~have~~revenues ~~not~~and ~~been~~profitability ~~significantly~~of ~~impacted~~the byjoint ~~regulations~~ventures. ~~related~~Accordingly, toif ~~electric~~sales ~~power~~of ~~shortages~~these toproducts ~~date,~~and ~~such~~services ~~regulations~~were ~~may~~to indecline ~~the~~due ~~future~~to ~~decrease~~increased orcompetition, ~~shut~~the ~~down~~introduction ~~production~~of ora ~~increase~~new ~~product~~disruptive ~~costs~~technology, ~~which~~or ~~could~~otherwise, ~~adversely affect~~ NTIC’s ~~business,~~operating results ofwould ~~operations,~~be ~~and~~adversely ~~financial condition~~affected.

~~These~~If ~~and~~NTIC ~~other~~is ~~factors,~~unable ~~including,~~to ~~but~~continue ~~not limited~~ to, ~~rising~~enhance ~~labor~~its ~~costs~~existing inproducts ~~China~~ and ~~more~~develop ~~favorable~~and ~~investment~~market ~~policies~~new inproducts ~~Southeast~~that ~~Asian~~respond ~~countries, have caused some companies~~ to ~~relocate~~customer ~~from~~needs ~~China~~and toachieve ~~Southeast~~market ~~Asia.~~acceptance, ~~Remaining~~NTIC inmay ~~China~~experience ~~could~~a ~~result~~decrease in ~~these~~demand ~~factors~~for ~~together~~its ~~adversely~~products, ~~affecting~~and ~~NTIC’s~~its business, ~~results~~could ~~of operations, and financial condition~~suffer.

~~Intellectual~~One ~~property~~of ~~rights~~NTIC’s ~~are~~strategies ~~difficult~~is to ~~enforce~~enhance its existing products and develop and market new products that respond to customer needs. NTIC may not be able to compete effectively with its competitors unless NTIC can keep up with existing or new products or alternative technologies in ~~China,~~the markets in which ~~could~~it ~~harm~~competes. Product development requires significant research and development, financial, and other resources. Although in the past NTIC has implemented lean manufacturing and other productivity improvement initiatives to provide investment funding for new products, no assurance can be provided that NTIC will be able to continue to do so in the future. Product improvements and new product introductions also require significant planning, design, development, and testing at the technological, product, and manufacturing process levels, and NTIC may not be able to timely develop product improvements or new products. NTIC’s ~~business~~competitors’ new products may beat NTIC’s products to market, ~~results~~may ofbe ~~operations~~more effective or less expensive than NTIC’s products, or ~~financial~~may ~~condition~~render NTIC’s products obsolete. Any new products that NTIC may develop may not receive market acceptance or otherwise generate any meaningful net sales or profits for NTIC relative to its expectations, based on, among other things, existing and anticipated investments in manufacturing capacity and commitments to fund advertising, marketing, promotional programs, and research and development.

~~Chinese~~NTIC ~~commercial~~has ~~law~~invested isand ~~relatively~~intends ~~undeveloped~~to ~~compared~~continue to ~~commercial~~invest ~~law~~additional inresearch ~~many~~and ofdevelopment ~~NTIC’s~~and ~~other~~marketing ~~major~~efforts ~~markets,~~ and ~~limited~~resources ~~protection~~into ofthe ~~intellectual~~application ~~property~~of isits ~~available~~corrosion inprevention ~~China~~solutions asinto athe ~~practical~~oil ~~matter.~~and ~~Although~~gas ~~NTIC~~industry ~~takes~~and ~~precautions in~~ the ~~operation~~continued launch of ~~NTIC~~its ~~China~~Natur-Tec® toresin ~~protect~~compounds ~~NTIC’s~~and ~~intellectual~~finished ~~property, any local manufacturer of~~ products. ~~that~~No ~~NTIC~~assurance ~~undertakes~~can ~~in China could subject NTIC to an increased risk that unauthorized parties will~~ be ~~able~~provided, ~~to copy or otherwise obtain or use NTIC’s intellectual property~~however, ~~which~~that ~~could harm~~ NTIC’s ~~business.~~investments ~~NTIC may also have limited legal recourse~~ in ~~the~~these ~~event~~new itmarkets ~~encounters~~and ~~patent~~products orwill ~~trademark~~be ~~infringers,~~successful ~~which~~and ~~could~~result ~~adversely~~in ~~affect~~additional ~~NTIC’s~~revenue ~~business,~~to ~~results of operations, and financial condition~~NTIC.

~~Uncertainties~~In ~~with~~an ~~respect~~effort to increase net sales, NTIC has expanded the ~~Chinese~~marketing ~~legal~~of ~~system~~its ~~may~~corrosion ~~adversely~~prevention ~~affect~~solutions into the ~~operations~~oil and gas industry and its Natur-Tec® resin compounds and finished products. NTIC expects to continue to invest additional research and development and marketing efforts and resources into these strategic initiatives. No assurance can be provided, however, that such strategic initiatives will be successful or that NTIC will be successful in obtaining additional revenue as a result of them. The introduction of new products into new markets takes significant resources, and there can be no assurance that NTIC ~~China~~is dedicating a sufficient amount of resources to ensure the success of these strategic initiatives. The sale of NTIC’s ZERUST® rust and corrosion inhibiting products and services into the oil and gas industry, in particular, typically involves a long sales cycle, often including a one- to multi-year trial period with each customer and a slow integration process thereafter. This long sales cycle may cause NTIC’s management, stockholders, and investors to lose faith in the business opportunities for NTIC’s ZERUST® rust and corrosion inhibiting products and services in the oil and gas industry. Additionally, projects NTIC completes for oil and gas industry customers typically involve short turnaround times, and failure to meet these expectations could damage NTIC’s ability to successfully promote its corrosion prevention solutions into the oil and gas industry.

NTIC China is subject to laws and regulations applicable to foreign investment in China. There are uncertainties regarding the interpretation and enforcement of laws, rules, and policies in China. The Chinese legal system is based on written statutes, and prior court decisions have limited precedential value. Because many laws and regulations are relatively new, and the Chinese legal system is still evolving, the interpretations of many laws, regulations, and rules are not always uniform. Moreover, the relative inexperience of China’s judiciary in many cases creates additional uncertainty as to the outcome of any litigation, and the interpretation of statutes and regulations may be subject to government policies reflecting domestic political agendas. Finally, enforcement of existing laws or contracts based on existing law may be uncertain and sporadic. For the preceding reasons, it may be difficult for NTIC or NTIC China to obtain timely or equitable enforcement of laws ostensibly designed to protect companies like NTIC or NTIC China, which could adversely affect NTIC’s business, results of operations, and financial condition.26

~~Failure~~NTIC’s tostrategy ~~comply~~of ~~with~~expanding ~~the~~its ~~U.S.~~corrosion ~~Foreign~~prevention ~~Corrupt~~solutions ~~Practices~~into ~~Act~~the ~~could~~oil ~~subject~~and ~~NTIC~~gas ~~to,~~industry ~~among~~and ~~other~~continuing ~~things,~~the ~~penalties~~expansion ~~and~~of ~~legal~~its ~~expenses~~Natur-Tec® ~~that~~bioplastics ~~could~~resin ~~harm~~compounds ~~its~~and ~~reputation~~finished ~~and~~products ~~have~~is arisky ~~material~~and ~~adverse~~may ~~effect~~not onprove ~~its~~to ~~business~~be successful, ~~results~~which ofcould ~~operations,~~harm NTIC’s operating results and financial condition.

NTIC’s isstrategy subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, which generally prohibits covered entities and their intermediaries from engaging in bribery or making other prohibited payments to foreign officials for the purpose of ~~obtaining~~expanding orits ~~retaining~~corrosion ~~business~~prevention orsolutions ~~other~~into ~~benefits. In addition,~~ the ~~FCPA~~oil ~~imposes accounting standards~~ and ~~requirements~~gas onindustry ~~U.S. publicly-traded corporations~~ and ~~their~~continuing ~~foreign affiliates, which are intended to prevent~~ the ~~diversion~~expansion of ~~corporate~~its ~~funds~~Natur-Tec® tobioplastics ~~the~~resin ~~payment~~compounds ~~of bribes~~ and ~~other~~finished ~~improper~~products, ~~payments~~either ~~and~~directly toor ~~prevent~~indirectly ~~the~~through establishment of “off books” slush funds from which such improper payments can be made. NTIC also is subject to similar anticorruption legislation implemented in Europe under the Organization for Economic Co-operation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. NTIC and its joint ventures, ~~distributors,~~and independent ~~representatives,~~distributors and agents ~~operate in a number of jurisdictions that pose a high risk of potential violations of the FCPA and other anticorruption laws~~, ~~based~~is onrisky ~~measurements such as Transparency International’s Corruption Perception Index,~~ and ~~NTIC~~subject ~~utilizes~~to aall ~~number~~ of ~~joint ventures, distributors, independent representatives, and agents for whose actions NTIC could be held liable under~~ the ~~FCPA.~~risks ~~NTIC~~inherent ~~informs~~in ~~its personnel, joint ventures, distributors, independent representatives, and agents of~~ the ~~requirements~~establishment of ~~the~~a ~~FCPA~~new ~~and~~business ~~other anticorruption laws~~enterprise, including, but not limited to, their reporting requirements. NTIC also has developed and will continue to develop and implement systems for formalizing its contracting processes, performing due diligence on agents, and improving its recordkeeping and auditing practices regarding these regulations. However, there is no guarantee that NTIC’s employees, joint ventures, distributors, independent representatives, or other agents have not or will not engage in conduct undetected by NTIC’s processes and for which NTIC might be held responsible under the FCPA or other anticorruption laws.:

25● the absence of a significant operating history;

If● ~~NTIC’s~~the ~~employees,~~lack ~~joint~~of ~~ventures,~~commercialized distributors, third-party sales representatives, or other agents are found to have engaged in such practices, NTIC could suffer severe penalties, including criminal and civil penalties, disgorgement, and other remedial measures, including further changes or enhancements to its procedures, policies, and controls and potential personnel changes and disciplinary actions.products;

~~Certain~~● ~~private~~the ~~and~~lack ~~foreign companies, including some~~ of ~~NTIC’s~~market ~~competitors,~~acceptance are not subject to prohibitions as strict as those under the FCPA or, even if subjected to strict prohibitions, such prohibitions may be laxly enforced in practice. If NTIC’s competitors engage in corruption, extortion, bribery, pay-offs, theft, or other fraudulent practices, they may receive preferential treatment from personnel of ~~some~~new ~~companies or from government officials, giving NTIC’s competitors an advantage in securing business and putting NTIC at a disadvantage.~~products;

~~Fluctuations~~● inexpected ~~foreign~~substantial ~~currency~~and ~~exchange~~continual ~~rates~~losses ~~could~~for ~~result~~such inbusinesses ~~declines~~for inthe ~~NTIC’s~~foreseeable ~~earnings and changes in NTIC’s foreign currency translation adjustments.~~future;

~~Because~~● the ~~functional~~lack ~~currency~~ of ~~NTIC’s~~manufacturing ~~foreign~~experience operations 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~~limited ~~English~~marketing ~~Pound against the U.S. dollar. NTIC’s fees for services provided to its joint ventures and dividend distributions from these foreign entities are paid in foreign currencies~~experience; thus, fluctuations in foreign currency exchange rates could result in declines in NTIC’s earnings. 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.

~~Economic~~● ~~uncertainty~~an inexpected ~~developing~~reliance ~~markets~~on ~~could~~third ~~adversely~~parties ~~affect~~for ~~NTIC’s~~the ~~revenue~~manufacture and ~~earnings.~~commercialization of some of the products;

~~NTIC~~● ~~conducts~~a ~~business,~~competitive orenvironment ischaracterized ~~contemplating~~by ~~expansion~~numerous, inwell-established ~~developing markets with economies that tend to be more volatile than those in the United States~~ and Western Europe. The risk of doing business in developing markets such as China, Brazil, India, Russia, the United Arab Emirates, Mexico, and other economically volatile areas could adversely affect NTIC’s operations and earnings. Such risks include the financial instability among customers in these regions, political instability, fraud or corruption, and other nonwell-~~economic~~capitalized factors, and irregular trade flows that need to be managed successfully with the help of the local governments. In addition, commercial laws in some developing countries can be vague, inconsistently administered, and retroactively applied. If NTIC is deemed not to be in compliance with applicable laws in developing countries where NTIC conducts business, its prospects and business in those countries could be harmed, which could then have a material adverse impact on NTIC’s operating results and financial position. NTIC’s failure to successfully manage economic, political, and other risks relating to doing business in developing countries and economically and politically volatile areas could adversely affect its business.competitors;

~~Risks~~● ~~Related~~insufficient tocapital ~~NTIC’s~~and ~~Products~~other resources;

~~NTIC~~● ~~faces~~reliance ~~intense~~on ~~competition~~key inpersonnel ~~almost~~and ~~all~~the ofneed ~~its~~to ~~product~~hire ~~lines,~~and ~~including~~train ~~from~~local ~~competitors~~support ~~that~~in ~~have~~a ~~substantially~~timely ~~greater~~manner ~~resources~~in ~~than~~order ~~NTIC does. No assurance can be provided that NTIC will be able~~ to ~~compete~~support ~~effectively,~~customer ~~which~~needs; ~~would harm its business~~ and ~~operating results.~~

● NTIC’s ~~products~~dependence are sold in intensely competitive markets throughout the world. This intense competition could result in pricing pressures, lower sales, reduced margins, and lower market share. With respect to its rust and corrosion inhibiting products, NTIC competes on ~~the~~manufacturing ~~basis of product innovation, quality, reliability, product support, customer service, reputation,~~ and ~~price.~~logistical ~~With~~services ~~respect~~provided toby ~~its~~contractors Natur-Tec® resin compounds and finished products, NTIC competes on the basis of performance, brand awareness, distribution network, product availability, product offering, shelf life, place of manufacture, and price. NTIC often competes with numerous manufacturers, many of which have substantially greater financial, marketing, and other resources than NTIC. As a result, they may be able to adapt more quickly than NTIC to new or emerging technologies, industry trends, and changes in customer requirements or to devote greater resources to the promotion and sale of their products than NTIC. In addition, competition could ~~increase~~give ifrise ~~new companies enter the markets in which NTIC competes, especially when the barriers~~ to ~~entry are low, which may be true with respect to NTIC’s rust and corrosion prevention business, or if existing competitors expand their~~ product ~~lines~~defects or ~~intensify~~warranty ~~efforts within existing product lines~~liability. NTIC’s current products, products under development, and its ability to develop new and improved products may be insufficient to enable NTIC to compete effectively with its competitors. No assurance can be provided that NTIC will be able to compete effectively, which would harm its business and operating results. In particular, NTIC has experienced more intense competition with respect to many of its traditional ZERUST® rust and corrosion inhibiting products and services, which has led to decreased pricing and smaller margins for NTIC.

26NTIC uses third-party manufacturers to produce the majority of its products. In addition, NTIC relies upon certain contractors for logistical services. Although NTIC’s arrangements with its contract manufacturers and contractors may contain provisions for warranty expense reimbursement, NTIC may remain responsible to its customers for warranty service in the event of product defects and could experience an unanticipated product defects or warranty liability. In addition, product defects could harm NTIC’s reputation amongst its customers.

~~NTIC’s~~The ~~ZERUST®~~commercial ~~rust~~success ~~and corrosion inhibiting products and services generate a significant portion~~ of NTIC’s ~~net~~Natur-Tec® ~~sales~~resin compounds and ~~the~~finished ~~net~~products ~~sales~~depends ofon ~~NTIC’s~~the ~~joint~~widespread ~~ventures.~~market ~~Accordingly,~~acceptance ~~if sales~~ of ~~these~~ products ~~and~~manufactured ~~services~~with ~~were~~bio-based toand ~~decline,~~biodegradable ~~NTIC’s operating results would be adversely affected~~resins.

~~NTIC’s~~Although ~~ZERUST®~~there ~~rust~~is ~~and~~a ~~corrosion~~developed ~~inhibiting~~market ~~products~~for ~~and~~petroleum-based ~~services~~plastics, ~~generate~~the amarket ~~significant~~for ~~portion~~“bioplastics” ofwhich ~~NTIC’s~~are ~~net~~plastics ~~sales~~produced ~~and~~with ~~the~~bio-based ~~net~~resins, ~~sales~~which ofare ~~NTIC’s~~derived ~~joint~~from ~~ventures.~~renewable ~~During~~resources ~~fiscal~~such ~~2024,~~as ~~74.2%~~corn ofor ~~NTIC’s~~cellulosic/plant ~~consolidated~~material ~~net~~or ~~sales~~blends ~~were~~thereof, ~~derived~~or ~~from~~plastics ~~sales~~that ofare ~~ZERUST®~~engineered ~~rust~~to ~~and~~be ~~corrosion~~fully ~~inhibiting~~biodegradable ~~products~~or ~~and~~both, ~~services.~~is ~~While~~still ~~the~~developing. The ~~net~~market ~~sales~~for ofbiodegradable ~~NTIC’s~~plastics ~~joint~~is ~~ventures~~expanding ~~are~~worldwide, ~~not~~driven ~~included~~by inincreasing ~~NTIC’s~~environmental ~~net~~awareness, ~~sales~~regulatory onsupport ~~NTIC’s~~for ~~consolidated~~sustainable ~~financial statements~~materials, ~~NTIC’s~~and ~~receipt~~growing ofdemand ~~fees~~ for ~~services~~eco-friendly ~~that~~alternatives. ~~NTIC~~As ~~provides~~consumers toand ~~its~~industries ~~joint~~seek ~~ventures~~to ~~and~~reduce ~~NTIC’s~~plastic ~~receipt~~waste, ofbiodegradable ~~dividend~~plastics ~~distributions~~offer ~~from~~a ~~its~~viable ~~joint~~solution, ~~ventures~~particularly ~~are~~in ~~based~~sectors ~~primarily~~like onpackaging, ~~the~~agriculture, ~~revenues~~ and ~~profitability~~consumer ~~of the joint ventures~~goods. ~~Accordingly,~~This iftrend ~~sales~~is offurther ~~these~~supported ~~products~~by ~~and~~government ~~services~~policies ~~were~~promoting tosustainable ~~decline~~practices ~~due~~and toby ~~increased~~advances ~~competition,~~in ~~the~~biodegradable ~~introduction of a new disruptive~~ technology, orwhich ~~otherwise,~~make ~~NTIC’s~~these ~~operating~~materials ~~results~~more ~~would~~accessible beand ~~adversely affected~~cost-effective.

IfThe ~~NTIC~~commercial issuccess ~~unable~~of toNTIC’s ~~continue~~Natur-Tec® toresin ~~enhance~~compounds ~~its~~and ~~existing~~finished products ~~and~~depends ~~develop~~on the continued expansion of the market for biodegradable plastics and widespread market ~~new~~acceptance of products ~~that~~manufactured ~~respond~~with bio-based and biodegradable resins, which may result, in part, from government policies promoting sustainable practices at the federal, state or local level. For example, many U.S. states and municipalities have taken action or are considering laws to ~~customer~~ban ~~needs~~certain single-use plastics, often focusing efforts on single-use plastic bags and ~~achieve~~plastic ~~market~~straws. ~~acceptance~~However, ~~NTIC~~the ~~may~~Trump ~~experience~~administration ahas ~~decrease~~reversed inmany policies related to the market for biodegradable plastics, which may adversely affect demand for ~~its~~NTIC’s Natur-Tec® products. Additionally, different requirements for what qualifies a product as “compostable” under various state and ~~its~~local ~~business~~laws ~~could~~may ~~suffer~~have variable impacts on demand for these products.

~~One~~Internationally, ofthe ~~NTIC’s~~government ~~strategies~~of isIndia toannounced ~~enhance~~a ~~its~~phased ~~existing~~ban ~~products~~on ~~and~~the ~~develop~~manufacture and ~~market~~sale ~~new~~of ~~products~~single-use ~~that~~plastics ~~respond~~beginning toin ~~customer~~July ~~needs~~2022. ~~NTIC~~Similarly, ~~may~~in ~~not~~January be2021, ~~able~~China toimplemented ~~compete~~a ~~effectively~~ban ~~with~~on ~~its~~single-use ~~competitors~~plastic ~~unless~~utensils, ~~NTIC~~bags ~~can~~and ~~keep~~certain upother ~~with~~single-use ~~existing~~plastic oritems. ~~new~~In ~~products~~addition, ~~or alternative technologies in~~ the ~~markets~~European inUnion ~~which~~continues itto ~~competes.~~push ~~Product~~for ~~development~~a ~~requires~~ban ~~significant~~on ~~research~~single-use ~~and development~~plastics, ~~financial,~~as ~~and~~evidenced ~~other~~by ~~resources.~~the ~~Although~~passing inof the ~~past~~Single-Use ~~NTIC~~Plastics ~~has~~Directive ~~implemented~~in ~~lean~~2021. ~~manufacturing~~In ~~and~~August ~~other~~2024, ~~productivity~~the ~~improvement~~European ~~initiatives~~Parliament topassed ~~provide~~a ~~investment~~further ~~funding~~advance ~~for~~on ~~new~~this ~~products,~~directive nowith ~~assurance~~the ~~can~~Packaging beand ~~provided~~Packaging ~~that~~Waste ~~NTIC~~Regulation, ~~will~~which beapplies ~~able~~ to ~~continue~~all topackaging doon sothe inEuropean ~~the~~Union ~~future~~market. ~~Product~~Despite ~~improvements~~these efforts and ~~new~~other ~~product~~measures ~~introductions~~taken ~~also~~domestically ~~require~~and ~~significant planning~~internationally, ~~design,~~including ~~development,~~policies ~~and~~related ~~testing~~to at the ~~technological,~~collection ~~product,~~of ~~and manufacturing process levels~~organics, ~~and~~it ~~NTIC~~is ~~may~~currently ~~not~~difficult ~~be able~~ to ~~timely~~assess ~~develop product improvements~~ or ~~new~~predict ~~products.~~with ~~NTIC’s~~any ~~competitors’~~assurance ~~new~~the ~~products~~potential ~~may~~size, ~~beat~~timing, ~~NTIC’s~~and ~~products~~viability toof market, ~~may~~opportunities befor ~~more effective or less expensive than~~ NTIC’s ~~products,~~Natur-Tec® orresin ~~may~~compounds ~~render~~and ~~NTIC’s~~finished products ~~obsolete~~. ~~Any~~Additionally, ~~new~~while ~~products~~legislation ~~that~~has ~~NTIC~~helped ~~may~~increase ~~develop~~demand ~~may not receive market acceptance or otherwise generate any meaningful net sales or profits~~ for ~~NTIC relative to its expectations~~bioplastics, ~~based~~a ~~on,~~lack ~~among~~of ~~other~~enforcement ~~things, existing~~ and ~~anticipated~~higher ~~investments~~costs inassociated ~~manufacturing~~with ~~capacity~~bioplastics ~~and~~have ~~commitments~~adversely toimpacted ~~fund~~the ~~advertising,~~demand ~~marketing,~~anticipated ~~promotional~~to ~~programs,~~stem ~~and~~from ~~research~~such ~~and development~~legislation.

NTIC has invested and intends to continue to invest additional research and development and marketing efforts and resources into the application of its corrosion prevention solutions into the oil and gas industry and the continued launch of its Natur-Tec® resin compounds and finished products. No assurance can be provided, however, that NTIC’s investments in these new markets and products will be successful and result in additional revenue to NTIC.27

InThe antraditional ~~effort~~plastics tomarket ~~increase~~sector ~~net~~is ~~sales,~~well-established ~~NTIC~~with ~~has~~entrenched ~~expanded~~competitors ~~the~~with ~~marketing~~whom ofNTIC ~~its~~competes. Pricing ~~corrosion~~for ~~prevention~~traditional ~~solutions~~plastics ~~into~~has ~~the~~been ~~oil~~highly ~~and~~volatile ~~gas~~in ~~industry~~recent ~~and~~years, ~~its~~which ~~Natur-Tec®~~drives, ~~resin compounds and finished products. NTIC expects~~ to ~~continue~~some toextent, ~~invest~~the ~~additional~~commercial ~~research~~ and ~~development~~other ~~and~~support ~~marketing~~for ~~efforts and resources into these strategic initiatives~~bioplastics. While NoNTIC ~~assurance~~expects ~~can~~to be ~~provided,~~able ~~however,~~to ~~that~~command ~~such strategic initiatives will be successful or that NTIC will be successful in obtaining additional revenue as~~ a ~~result~~premium ofprice ~~them.~~for ~~The~~its ~~introduction~~Natur-Tec® ofresin ~~new~~compounds ~~products~~and ~~into~~finished ~~new markets takes significant resources~~products, ~~and~~a ~~there~~widening ~~can~~gap bein nothe ~~assurance~~pricing ~~that~~for ~~NTIC~~bioplastics isversus ~~dedicating~~petroleum-based aplastics ~~sufficient~~may ~~amount~~reduce ~~of resources to ensure~~ the ~~success~~size of ~~these~~the ~~strategic~~addressable ~~initiatives.~~market ~~The~~for ~~sale of~~ NTIC’s ~~ZERUST~~Natur-Tec® ~~rust~~resin compounds and ~~corrosion~~finished ~~inhibiting~~ products. Whether ~~and~~prices ~~services~~for ~~into~~bioplastics ~~the~~become ~~oil~~more ~~and~~competitive ~~gas~~with ~~industry,~~prices infor ~~particular,~~petroleum-based ~~typically~~plastics ~~involves~~will adepend, ~~long~~in ~~sales cycle~~part, ~~often~~on ~~including~~continued aadvances ~~one-~~in tobiodegradable ~~multi-year trial period with each customer and a slow integration process thereafter~~technology. ~~This~~In ~~long sales cycle may cause NTIC’s management~~addition, ~~stockholders, and investors to lose faith in~~ the ~~business~~growth ~~opportunities~~of ~~for NTIC’s ZERUST® rust and corrosion inhibiting products and services in~~ the ~~oil~~market ~~and~~will ~~gas~~create ~~industry.~~some ~~Additionally,~~pressure ~~projects~~on ~~NTIC~~price ~~completes~~ for ~~oil~~applications ~~and~~today ~~gas~~considered ~~industry customers typically involve short turnaround times~~commodities, ~~and~~including ~~failure~~in toparticular ~~meet these expectations could damage~~ NTIC’s ~~ability~~current toNatur-Tec® ~~successfully~~finished ~~promote its corrosion prevention solutions into the oil and gas industry~~products.

27NTIC relies on its joint ventures, distributors, manufacturer’s sales representatives, and other agents to market and sell its products.

In addition to its direct sales force, NTIC relies on its joint ventures, distributors, manufacturer’s ~~strategy~~sales ofrepresentatives, ~~expanding~~and ~~its~~other ~~corrosion~~agents ~~prevention~~to ~~solutions~~market ~~into~~and sell its products in the ~~oil~~United States and ~~gas~~internationally. ~~industry~~NTIC’s joint ventures, distributors, manufacturer’s sales representatives, and ~~continuing~~other ~~the~~agents ~~expansion~~might ofterminate ~~its~~their ~~Natur-Tec®~~relationship ~~bioplastics~~with ~~resin~~NTIC ~~compounds~~or ~~and~~devote ~~finished~~insufficient sales efforts to NTIC’s products. isNTIC ~~risky~~does not control its joint ventures, distributors, manufacturer’s sales representatives, and other agents, and they may not ~~prove~~be successful in implementing NTIC’s marketing plans. NTIC’s failure to bemaintain ~~successful~~its existing relationships with these entities, or its failure to recruit and retain additional skilled joint venture partners, distributors, manufacturer’s sales representatives, and other agents, could have an adverse effect on NTIC’s operations. It is anticipated that several of NTIC’s joint venture partners will retire during the next several years, which will require a transition on the part of the joint venture as well as NTIC and could harm NTIC’s ~~operating~~relationship ~~results~~with the joint venture and ~~financial~~NTIC’s ~~condition~~business.

NTIC’s ~~strategy~~may ofbe ~~expanding~~subject ~~its~~to ~~corrosion~~product ~~prevention~~liability ~~solutions~~claims ~~into~~or ~~the~~other ~~oil~~claims ~~and~~arising ~~gas~~out ~~industry~~of ~~and continuing~~ the ~~expansion~~activities of its ~~Natur-Tec® bioplastics resin compounds and finished products, either directly or indirectly through~~ joint ventures, ~~and~~which ~~independent~~could ~~distributors~~adversely ~~and~~affect ~~agents,~~NTIC ~~is risky~~ and ~~subject~~its ~~to all of the risks inherent in the establishment of a new~~ business ~~enterprise, including:~~.

●While NTIC is not aware of any specific potential risk beyond its initial investment in, and any undistributed earnings of, each of its joint ventures, there can be no assurance that NTIC will not be subject to lawsuits based on product liability claims or other claims arising out of the ~~absence~~activities of aits ~~significant~~joint ~~operating~~ventures. ~~history;~~To mitigate the ramifications of such an occurrence, NTIC maintains liability insurance specifically applicable to its ownership positions in its joint venture arrangements in excess of any insurance the joint ventures may maintain. No assurance can be provided, however, that such insurance will be available or adequate in the event of a claim.

●The sale of ZERUST® rust and corrosion inhibiting products into the ~~lack~~oil and gas industry is risky in light of ~~commercialized~~the hazards typically associated with such operations and the significant amount of potential liability involved, which could adversely affect NTIC’s business if ZERUST® rust and corrosion inhibiting products; are involved, even if the cause of such events was not related to NTIC’s products.

●Because NTIC sells its ZERUST® rust and corrosion inhibiting products into the ~~lack~~oil and gas industry, NTIC is subject to some of ~~market~~the ~~acceptance~~risks and hazards typically associated with such operations, including hazards such as fire, explosion, blowouts, cratering, unplanned gas releases, and spills, each of ~~new~~which could be claimed to be attributed to the failure of NTIC’s products; to perform as anticipated. If such events occur and NTIC’s products are involved, NTIC’s business and operating results may suffer, even if the cause of such events was not related to NTIC’s products.

●The ~~expected~~sale ~~substantial~~of ~~and~~ZERUST® ~~continual~~rust ~~losses~~and ~~for~~corrosion ~~such~~inhibiting ~~businesses~~products ~~for~~into the ~~foreseeable~~oil ~~future;~~and gas industry is dependent on certain macroeconomic factors, including seasonality of installations, fluctuations of crude oil prices, global events and regulatory guidelines.

●Seasonality of Installations: NTIC has experienced some seasonality with respect to the ~~lack~~sale of ~~manufacturing~~its ~~experience~~ZERUST® rust and ~~limited~~corrosion ~~marketing~~inhibiting ~~experience;~~products into the oil and gas industry, with sales during parts of the second and third fiscal quarters being adversely affected by winter in the United States.

~~● an expected reliance on third parties for the manufacture and commercialization of some of the products;~~28

●Fluctuations of Crude Oil Prices: The sale of NTIC’s ZERUST® rust and corrosion inhibiting products into the oil and gas industry, particularly in the United States, has historically been hampered by low/unstable global crude oil prices. During fiscal 2025, crude oil prices declined due to fears of recession, the Organization of the Petroleum Exporting Countries increasing output, and Saudi Arabia lowering prices to major customers in Asia. In January 2025, the U.S. Department of Energy forecasted a ~~competitive~~steady ~~environment~~decline ~~characterized~~in the price of oil, with an average cost of $81 per barrel in 2024 and an expected decline to $66 per barrel by ~~numerous~~2026. Fluctuations continue to be expected in part due to the Russia-Ukraine war and the ongoing conflicts in the Middle East. NTIC believes low global crude oil prices constrain capital improvement budgets of its existing and prospective customers and may result in personnel turnover at its oil and gas customers or prospects. Additionally, ~~well~~NTIC believes the ongoing Russia-~~established~~Ukraine war and ~~well~~ongoing conflicts in the Middle East, including the Israel-~~capitalized~~Hamas ~~competitors;~~war, may create uncertainty among its existing and prospective customers, which may cause them to halt oil and gas projects or elect to decrease capital improvement budgets, either of which could harm NTIC’s ability to sell its products into the oil and gas industry.

●Global ~~insufficient~~Events: ~~capital~~The sale of Zerust Oil & Gas solutions to Oil & Gas sector clients is impacted by geopolitical tensions and other ~~resources;~~events in key oil producing regions like the Middle East. These affect the ability of the teams to have face-to-face meetings, travel for site surveys and implementations, etc., with the added effect of potential supply chain delays/impacts that could delay or postpone sales.

●Regulatory ~~reliance~~Guidelines: The Oil & Gas sector is very conservative and, in addition to long-term trials on-site, ~~key~~client ~~personnel~~decision makers typically default to guidelines from the American Petroleum Institute (API), Association of Materials Protection and Performance (AMPP), Pipeline and Hazardous Materials Safety Administration (PHMSA), an agency of the ~~need~~United toStates ~~hire~~Department of Transportation responsible for developing and ~~train~~enforcing ~~local~~regulations ~~support~~for inthe safe, reliable and environmentally sound transportation of energy and other hazardous materials, European Committee for the Study of Corrosion (CEOCOR), etc. Getting a ~~timely~~new ~~manner~~technology/solution approach included in ~~order~~these toguidelines typically takes years of committee lobbying, client support, ~~customer~~field ~~needs;~~trials and lab validation. The Zerust solutions have been included in several technical reports/committees from these groups though getting full validation is likely to take a few more years.

●Although NTIC’s ~~dependence~~85% onowned ~~manufacturing~~subsidiary, Zerust Brazil, recently secured a secured a three-year offshore oil and ~~logistical~~gas ~~services~~production asset preservation contract with an estimated total value of approximately R$70 million (US$13 million), no assurance can be provided bythat ~~contractors~~such ~~could~~total ~~give~~amount ~~rise~~will tobe ~~product~~realized ~~defect~~by orNTIC ~~warranty~~during ~~liability~~the next three years.

~~NTIC~~In ~~uses~~November ~~third~~2025, Zerust Brazil secured a three-~~party~~year ~~manufacturers~~offshore oil and gas production asset preservation contract with a leading global engineering, procurement, and construction company to ~~produce~~provide ~~the~~advanced ~~majority~~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 ~~its~~approximately ~~products~~R$70 million (US$13 million). In ~~addition,~~This ~~NTIC~~includes ~~relies~~approximately ~~upon~~R$40 ~~certain~~million ~~contractors~~(US$7.4 ~~for~~million) ~~logistical~~in materials and approximately R$30 million (US$5.6 million) in engineering and field services. ~~Although~~ While management believes that the amount and timing of revenue anticipated to be generated under this agreement may materially positively affect NTIC’s ~~arrangements~~future ~~with~~quarterly sales and other operating results, no assurance can be provided that such revenues will be recognized. In addition, NTIC’s performance under this agreement and its ~~contract~~realization ~~manufacturers~~of revenue and ~~contractors~~other ~~may~~benefits ~~contain~~as ~~provisions~~a ~~for~~result ~~warranty~~of ~~expense~~the ~~reimbursement~~agreement are subject to risks, including the success of NTIC’s ~~may~~oil ~~remain~~and ~~responsible~~gas business; NTIC’s ability to ~~its~~perform ~~customers~~under ~~for~~the ~~warranty~~agreements ~~service~~and inthe realization of the ~~event~~potential revenue thereunder; the health of ~~product~~the ~~defects~~U.S., Brazilian and ~~could~~worldwide ~~experience~~economies; anthe ~~unanticipated product~~effect ~~defect or~~of ~~warranty~~economic ~~liability. In~~uncertainty; ~~addition~~risks associated with international operations, ~~product~~including ~~defects~~in ~~could~~Brazil; ~~harm~~exposure to exchange rate fluctuations, tariffs, trade disputes and changes to trade regulation; effect of economic slowdown and political unrest; acceptance of existing and new products; timing of purchase orders and variability in sales to oil and gas customers and the effect on NTIC’s ~~reputation~~quarterly ~~amongst~~financial ~~its~~results; ~~customers~~increased competition; and costs and effects of complying with changes in tax, fiscal, government and other regulatory policies, and rules relating to environmental, health and safety matters.

The ~~commercial~~expansion ~~success~~of NTIC’s corrosion prevention solutions into the oil and gas industry and the continued launch of NTIC’s Natur-Tec® resin compounds and finished products ~~depends~~may onrequire additional capital in the ~~widespread~~future, ~~market~~which ~~acceptance~~may ofnot ~~products~~be ~~manufactured~~available ~~with~~or ~~bio-based~~may ~~and~~be ~~biodegradable~~available ~~resins~~only on unfavorable terms. In addition, any equity financings may be dilutive to NTIC’s stockholders.

~~Although~~The ~~there~~expansion isof aNTIC’s ~~developed~~corrosion ~~market~~prevention ~~for~~solutions ~~petroleum-based~~into ~~plastics,~~ the ~~market~~oil ~~for~~and ~~“bioplastics”~~gas ~~which~~industry ~~are~~and ~~plastics~~the ~~produced~~continued ~~with~~expansion ~~bio-based~~of ~~resins,~~NTIC’s ~~which~~Natur-Tec® ~~are~~resin ~~derived~~compounds ~~from~~and ~~renewable~~finished ~~resources~~products ~~such~~will ascontinue ~~corn or cellulosic/plant material or blends thereof, or plastics that are engineered~~ to berequire ~~fully~~resources ~~biodegradable~~during orfiscal ~~both,~~2026 isand ~~still developing~~beyond. ~~The~~To ~~market~~the ~~for~~extent ~~biodegradable~~that ~~plastics~~NTIC’s isexisting ~~expanding worldwide~~capital, ~~driven~~including byamounts ~~increasing~~available ~~environmental~~under ~~awareness,~~its ~~regulatory~~revolving ~~support~~line ~~for~~of ~~sustainable materials~~credit, ~~and~~is ~~growing~~insufficient ~~demand~~to ~~for~~meet ~~eco-friendly~~these ~~alternatives.~~requirements, AsNTIC ~~consumers~~may ~~and~~raise ~~industries~~additional ~~seek~~capital tothrough ~~reduce~~financings ~~plastic~~or ~~waste,~~additional ~~biodegradable~~borrowings. ~~plastics~~Any ~~offer~~equity aor ~~viable~~debt ~~solution~~financing, ~~particularly~~if inavailable ~~sectors~~at ~~like packaging~~all, ~~agriculture,~~may ~~and~~be ~~consumer~~on ~~goods.~~terms ~~This~~that ~~trend~~are isnot ~~further~~favorable ~~supported~~to byNTIC, ~~government~~and ~~policies~~any ~~promoting~~equity ~~sustainable~~financings ~~practices~~could ~~and~~result ~~by advances~~ in ~~biodegradable~~dilution ~~technology,~~to ~~which~~NTIC’s ~~make these materials more accessible and cost-effective~~stockholders.

The commercial success of NTIC’s Natur-Tec® resin compounds and finished products depends on the continued expansion of the market for biodegradable plastics and widespread market acceptance of products manufactured with bio-based and biodegradable resins, which may result, in part, from government policies promoting sustainable practices at the federal, state or local level. For example, many U.S. states and municipalities have taken action or are considering laws to ban certain single-use plastics, often focusing efforts on single-use plastic bags and plastic straws. However, existing federal rules and regulations favorable to the market for biodegradable plastics may be subject to change under the incoming Trump administration. Internationally, the government of India announced a phased ban on the manufacture and sale of single-use plastics beginning in July 2022. Similarly, in January 2021, China implemented a ban on single-use plastic utensils, bags and certain other single-use plastic items. Despite these efforts and other measures taken at the federal, state and local levels, including policies related to the collection of organics, it is currently difficult to assess or predict with any assurance the potential size, timing, and viability of market opportunities for NTIC’s Natur-Tec® resin compounds and finished products. Additionally, while legislation has helped increase demand for bioplastics, a lack of enforcement and higher costs associated with bioplastics have adversely impacted the demand anticipated to stem from such legislation.29

~~The~~Risks ~~traditional~~Related ~~plastics market sector is well-established with entrenched competitors with whom NTIC competes. Pricing for traditional plastics has been highly volatile in recent years, which drives,~~ to ~~some~~Governmental ~~extent~~Regulation, ~~the commercial and other support for bioplastics. While NTIC expects to be able to command a premium price for its Natur-Tec® resin compounds and finished products~~Laws, ~~a widening gap in the pricing for bioplastics versus petroleum-based plastics may reduce the size of the addressable market for NTIC’s Natur-Tec® resin compounds~~ and finished products. Whether prices for bioplastics become more competitive with prices for petroleum-based plastics will depend, in part, on continued advances in biodegradable technology. In addition, the growth of the market will create some pressure on price for applications today considered commodities, including in particular NTIC’s current Natur-Tec® finished products.Compliance

28NTIC’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.

NTIC’s ~~relies~~business, onproperties, 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 ~~joint~~operations, ~~ventures~~and the failure to comply with these regulations could lead to fines and other penalties. In the future, ~~distributors~~new environmental laws, ~~manufacturer~~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 ~~sales~~business. ~~representatives~~Further, because NTIC owns and ~~other~~operates ~~agents~~real property, various environmental laws also may impose liability on NTIC for the costs of cleaning up and responding to ~~market~~hazardous substances that may have been released on NTIC’s property, including releases unknown to NTIC. These environmental laws and ~~sell~~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.

InGovernmental ~~addition~~regulation toalso ~~its~~may ~~direct~~adversely ~~sales~~affect ~~force,~~the ~~NTIC~~demand ~~relies~~for onsome ~~its~~of ~~joint ventures, distributors, manufacturer~~NTIC’s ~~sales~~products ~~representatives,~~ and ~~other~~its ~~agents~~operating toresults. ~~market~~For ~~and~~example, ~~sell its products in~~ the ~~United~~Pipeline ~~States~~ and ~~internationally.~~Hazardous ~~NTIC’s~~Materials ~~joint~~Safety ~~ventures,~~Administration ~~distributors,~~(PHMSA) ~~manufacturer’s~~added ~~sales~~several ~~representatives,~~new ~~and~~rules ~~other~~with ~~agents~~specified ~~might~~deadlines ~~terminate~~in ~~their~~calendar ~~relationship~~year 2024, with ~~NTIC~~technical orrevisions ~~devote~~made ~~insufficient sales efforts~~ to ~~NTIC’s~~go ~~products.~~into ~~NTIC~~effect ~~does~~in ~~not~~July ~~control~~2025. ~~its~~As ~~joint~~a ~~ventures~~result, ~~distributors,~~pipeline ~~manufacturer’s~~owners ~~sales~~and ~~representatives,~~operators and ~~other~~several ~~agents,~~service ~~and~~contractors ~~they~~in ~~may~~the ~~not~~pipeline beinspection ~~successful~~sector inwere ~~implementing~~required ~~NTIC’s~~to ~~marketing~~complete ~~plans.~~preliminary ~~NTIC’s~~reporting ~~failure~~requirements to ~~maintain~~meet ~~its~~these ~~existing~~deadlines. ~~relationships~~These reporting requirements, combined with ~~these~~the ~~entities,~~current orpolitical ~~its~~climate ~~failure~~in tothe ~~recruit~~United States and ~~retain~~competing ~~additional~~priorities, ~~skilled~~significantly ~~joint~~delayed ~~venture~~pipeline ~~partners,~~casing ~~distributors,~~protection ~~manufacturer’s~~work ~~sales~~during ~~representatives~~fiscal 2025, ~~and~~pending ~~other~~completion ~~agents~~of the compliance work, ~~could~~adversely ~~have~~impacting andemand ~~adverse~~for ~~effect~~certain onproducts and NTIC’s ~~operations~~operating results. ItThe isimplementation ~~anticipated~~of ~~that~~high ~~several~~tariffs and actions taken by the Department of ~~NTIC’s~~Government ~~joint~~Efficiency ~~venture~~have ~~partners~~also ~~will~~contributed ~~retire~~to ~~during~~uncertainty ~~the~~and ~~next~~are ~~several~~expected ~~years,~~to ~~which~~cause ~~will~~further ~~require~~PHMSA aapproval ~~transition~~slowdowns onuntil ~~the~~these ~~part~~factors ofstabilize, ~~the~~although ~~joint~~it ~~venture~~is asnot ~~well~~possible asto ~~NTIC~~predict ~~and~~when ~~could~~this ~~harm~~might ~~NTIC’s~~be. ~~relationship~~Additionally, ~~with~~other ~~the~~regulations ~~joint~~may ~~venture~~be ~~and~~enacted, ~~NTIC’s~~causing ~~business~~similar adverse impacts.

~~NTIC~~Fluctuations ~~may~~in beNTIC’s ~~subject~~effective totax ~~product~~rate ~~liability~~could ~~claims~~have ora ~~other~~significant ~~claims~~impact ~~arising~~on ~~out~~NTIC’s offinancial ~~the~~position, ~~activities~~results of ~~its joint ventures~~operations, ~~which~~or ~~could~~cash ~~adversely affect NTIC and its business~~flows.

~~While~~The ~~NTIC~~mix isof ~~not~~pre-tax ~~aware~~income ofor ~~any~~loss ~~specific~~among ~~potential~~the ~~risk~~tax ~~beyond~~jurisdictions ~~its~~in ~~initial~~which ~~investment~~NTIC inoperates, ~~and~~which ~~any~~have ~~undistributed~~varying ~~earnings~~tax ofrates, ~~each~~could ofimpact ~~its~~NTIC’s ~~joint~~effective ~~ventures,~~tax ~~there~~rate. ~~can~~For beexample, noNTIC’s ~~assurance~~effective ~~that~~tax ~~NTIC~~rate ~~will~~was ~~not~~67.5% befor ~~subject~~fiscal 2025, compared to ~~lawsuits~~17.3% ~~based~~for onfiscal ~~product~~2024. ~~liability~~NTIC ~~claims~~is orsubject ~~other~~to ~~claims~~income ~~arising~~taxes ~~out~~as ofwell as non-income based taxes in both the ~~activities~~United ofStates ~~its~~and ~~joint~~various ~~ventures~~foreign jurisdictions. ToJudgment ~~mitigate~~is required in determining the ~~ramifications~~worldwide ofprovision ~~such~~for anincome ~~occurrence~~taxes, ~~NTIC~~other ~~maintains~~tax ~~liability~~liabilities, ~~insurance~~interest, ~~specifically~~and ~~applicable~~penalties. toWhile ~~its~~management ~~ownership~~expects ~~positions~~NTIC’s ineffective ~~its~~tax ~~joint~~rate ~~venture~~to ~~arrangements~~normalize in ~~excess~~future ofperiods ~~any~~when ~~insurance~~additional ~~the~~profits ~~joint~~are ~~ventures~~recognized ~~may~~in ~~maintain.~~North NoAmerican operations, no assurance can be provided, ~~however,~~ that ~~such~~it ~~insurance~~ will. beFuture ~~available~~events orcould ~~adequate~~change management’s assessment. NTIC operates within multiple taxing jurisdictions and is subject to tax audits in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. NTIC also has made assumptions about the ~~event~~realization of deferred tax assets. Changes in these assumptions or jurisdictional regulations could result in a ~~claim~~valuation allowance for these assets. Final determination of tax audits or tax disputes may be different from what is currently reflected by NTIC’s income tax provisions and accruals.

The sale of ZERUST® rust and corrosion inhibiting products into the oil and gas industry is risky in light of the hazards typically associated with such operations and the significant amount of potential liability involved, which could adversely affect NTIC’s business if ZERUST® rust and corrosion inhibiting products are involved, even if the cause of such events was not related to NTIC’s products.30

~~Because~~On ~~NTIC~~July ~~sells~~4, ~~its~~2025, ~~ZERUST®~~the ~~rust~~U.S. ~~and~~enacted ~~corrosion~~a ~~inhibiting~~budget ~~products~~reconciliation ~~into~~package known as the ~~oil~~One Big Beautiful Bill Act of 2025 (“OBBBA”). The OBBBA includes the permanent extension of certain expiring provisions of the Tax Cuts and ~~gas~~Jobs ~~industry,~~Act ~~NTIC~~of is2017, ~~subject~~modifications to ~~some~~the ofinternational tax framework and the ~~risks~~restoration and ~~hazards~~continuation ~~typically~~of ~~associated~~favorable ~~with~~tax ~~such~~treatment ~~operations~~for certain business provisions, including ~~hazards~~immediate ~~such~~expensing asfor ~~fire,~~domestic ~~explosion,~~research ~~blowouts~~expenditures paid or incurred beginning January 1, ~~cratering~~2025. Additionally, ~~unplanned~~the ~~gas~~OBBBA ~~releases,~~allows accelerated tax deductions for qualified property by making permanent the 100% first-year bonus depreciation deduction that previously existed for purchases of tangible personal property with a recovery period of 20 years or less and ~~spills~~allowing a similar 100% deduction for certain “qualified production property” that did not previously qualify for an immediate deduction. The OBBBA introduces other legislative changes, ~~each~~including the restoration of ~~which~~deductible ~~could~~net bebusiness ~~claimed~~interest toexpense beunder ~~attributed~~Code Section 163(j) to 30% of earnings before interest, taxes, depreciation and amortization and again allowing an addback of depreciation and amortization in the ~~failure~~calculation of ~~NTIC’s~~the ~~products~~interest todeduction ~~perform~~limitation. The OBBBA also provides that certain capitalized interest will now be treated as ~~anticipated~~a business interest expense subject to the Section 163(j) limitation. IfThe ~~such~~OBBBA ~~events~~enacted ~~occur~~the repeal or acceleration of the sunset of certain tax credits under the Inflation Reduction Act of 2022 and ~~NTIC’s~~elimination ~~products~~of ~~are~~certain ~~involved~~penalties for violations of certain regulatory credit programs. The OBBBA also makes significant changes to international tax provisions, including provisions addressing the global intangible low-taxed income (GILTI), foreign-derived intangible income (FDII), base erosion anti-abuse tax (BEAT) and controlled foreign corporation (CFC) rules. NTIC’s ~~business~~is currently assessing the impact of the OBBBA on its consolidated financial statements. Changes in tax laws may affect recorded deferred tax assets and ~~operating~~deferred ~~results~~tax liabilities and may ~~suffer,~~increase ~~even~~our ifeffective tax rate, increase the ~~cause~~amount of ~~such~~taxes ~~events~~imposed ~~was~~on ~~not~~our ~~related~~business, and harm our financial position. Such changes may also apply retroactively to ~~NTIC’s~~our ~~products~~historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.

~~The~~Certain ~~sale~~ of ~~ZERUST®~~NTIC’s ~~rust~~operations ~~and~~are ~~corrosion~~subject ~~inhibiting~~to ~~products~~regulation ~~into~~by the ~~oil~~U.S. ~~and~~Food ~~gas industry is dependent on certain macroeconomic factors, including seasonality of installations, fluctuations of crude oil prices, global events~~ and ~~regulatory~~Drug ~~guidelines~~Administration.

~~Seasonality~~The manufacture, sale, and use of ~~Installations:~~NTIC’s InNatur-Tec® bio-plastic resin compounds are subject to regulation by the ~~past~~U.S. FDA. The FDA’s regulations are concerned with substances used indirectly in food packaging materials, ~~NTIC~~not ~~has~~with ~~experienced~~specific ~~some~~finished ~~seasonality~~food packaging products. Thus, food and beverage containers are in compliance with ~~respect~~FDA toregulations if the ~~sale~~components ofused ~~its~~in ~~ZERUST®~~the ~~rust~~food and ~~corrosion~~beverage ~~inhibiting~~containers: ~~products~~(i) ~~into~~are approved by the ~~oil~~FDA ~~and~~as ~~gas~~indirect ~~industry,~~food ~~with~~additives ~~sales~~for ~~during~~their ~~parts~~intended ofuses and comply with the ~~second~~applicable FDA indirect food additive regulations; or (ii) are generally recognized as safe for their intended uses and ~~third~~are ~~fiscal~~of ~~quarters~~suitable ~~being~~purity ~~adversely~~for ~~affected~~those byintended ~~winter~~uses. inNTIC ~~the~~believes ~~United~~that ~~States~~its Natur-Tec® resin compounds comply with all FDA requirements. However, infailure ~~fiscal~~to ~~2023~~comply ~~and~~with ~~fiscal~~FDA ~~2024,~~regulations ~~this~~could ~~seasonality~~subject ~~decreased~~NTIC ~~somewhat~~to asadministrative, ~~opportunities~~civil, ~~increased~~or ~~globally~~criminal penalties.

~~Fluctuations~~Any ofchange ~~Crude~~in ~~Oil~~accounting ~~Prices:~~principles ~~The~~generally ~~sale~~accepted ~~of NTIC’s ZERUST® rust and corrosion inhibiting products into the oil and gas industry, particularly~~ in the United States, ~~has historically been hampered by low/unstable global crude oil prices. The price~~ of ~~crude~~America ~~oil~~requiring ~~remained~~NTIC ~~moderate and relatively stable in fiscal 2024, partially due~~ to ~~decreased~~consolidate ~~inflationary pressures and ample global supplies. NTIC believes low global crude oil prices constrain capital improvement budgets of~~ its ~~existing~~joint ~~and~~ventures ~~prospective~~could ~~customers~~adversely ~~and~~affect ~~may result in personnel turnover at its oil and gas customers or prospects. Additionally,~~ NTIC believes the ongoing wars between Russia and Ukraine and Israel and Hamas may create uncertainty among its existing and prospective customers, which may cause them to halt oil and gas projects or elect to decrease capital improvement budgets, either of which could harm NTIC’s ~~ability~~operating ~~to sell its products into the oil and gas industry~~results.

29If there were a change in accounting rules and NTIC were required to fully consolidate its joint ventures or if NTIC’s joint ventures otherwise would be required to be consolidated with NTIC, NTIC and the individual joint venture would incur significant additional costs. In addition, other accounting pronouncements issued in the future could have a material cost associated with NTIC’s implementation of such new accounting pronouncements.

~~Global~~Risks ~~Events:~~Related ~~The sale of Zerust Oil & Gas solutions~~ to ~~Oil~~NTIC’s &Intellectual Gas sector clients is impacted by geopolitical tensions and other events in key oil producing regions like the Middle East. These affect the ability of the teams to have face-to-face meetings, travel for site surveys and implementations, etc., with the added effect of potential supply chain delays/impacts that could delay or postpone sales.Property

~~Regulatory~~NTIC’s ~~Guidelines:~~reliance ~~The~~upon ~~Oil & Gas sector is very conservative and~~patents, intrademark ~~addition to long-term trials on-site~~laws, ~~client~~trade ~~decision makers typically default to guidelines from the American Petroleum Institute (API)~~secrets, ~~Association of Materials Protection~~ and ~~Performance~~contractual ~~(AMPP),~~provisions ~~Pipeline~~to ~~and~~protect ~~Hazardous~~its ~~Materials~~proprietary ~~Safety~~rights ~~Administration~~may ~~(PHMSA),~~not anbe ~~agency~~sufficient ofto ~~the~~protect ~~United~~its ~~States~~intellectual ~~Department~~property of Transportation responsible for developing and enforcing regulations for the safe, reliable and environmentally sound transportation of energy and other hazardous materials, European Committee for the Study of Corrosion (CEOCOR), etc. Getting a new technology/solution approach included in these guidelines typically takes years of committee lobbying, client support, field trials and lab validation. The Zerust solutions have been included in several technical reports/committees from ~~these~~others ~~groups~~who ~~though~~may ~~getting~~sell ~~full~~similar ~~validation is likely to take a few more years~~products.

~~The~~NTIC ~~expansion~~holds patents relating to various aspects of its products and believes that proprietary technical know-how is critical to many of its products. Proprietary rights relating to NTIC’s ~~corrosion~~products ~~prevention~~are ~~solutions~~protected ~~into~~from unauthorized use by third parties only to the ~~oil~~extent ~~and~~that ~~gas~~they ~~industry~~are covered by valid and enforceable patents or are maintained in confidence as trade secrets. NTIC cannot be certain that it will be issued any patents from any pending or future patent applications owned by or licensed to NTIC or that the ~~continued~~claims ~~launch~~allowed under any issued patents will be sufficiently broad to protect its technology. In the absence of patent protection, NTIC may be vulnerable to competitors who attempt to copy NTIC’s ~~Natur-Tec®~~products ~~resin~~or ~~compounds~~gain access to its trade secrets and ~~finished~~know-how. ~~products~~NTIC’s competitors may ~~require~~initiate ~~additional~~litigation ~~capital~~to inchallenge the ~~future~~validity of NTIC’s patents, ~~which~~or they may use their resources to design comparable products that do not beinfringe ~~available~~NTIC’s orpatents. NTIC may beincur ~~available~~substantial ~~only~~costs onif ~~unfavorable~~its ~~terms.~~competitors Ininitiate ~~addition,~~litigation to challenge the validity of its patents or if it initiates any ~~equity~~proceedings ~~financings~~to ~~may~~protect beits ~~dilutive~~proprietary rights, and if the outcome of any such litigation is unfavorable to NTIC’s, ~~stockholders~~its business and operating results could be materially adversely affected.

The expansion of NTIC’s corrosion prevention solutions into the oil and gas industry and the continued expansion of NTIC’s Natur-Tec® resin compounds and finished products will continue to require resources during fiscal 2025 and beyond. To the extent that NTIC’s existing capital, including amounts available under its revolving line of credit, is insufficient to meet these requirements, NTIC may raise additional capital through financings or additional borrowings. Any equity or debt financing, if available at all, may be on terms that are not favorable to NTIC, and any equity financings could result in dilution to NTIC’s stockholders.31

~~Risks~~In ~~Related~~addition, NTIC relies substantially on trade secrets and proprietary know-how that it seeks to ~~Governmental~~protect, ~~Regulation~~in part, ~~Laws~~by confidentiality agreements with its employees and consultants. These agreements may be breached, and ~~Compliance~~NTIC may not have adequate remedies for any such breach. Even if these confidentiality agreements are not breached, NTIC’s trade secrets may otherwise become known or be independently developed by competitors.

~~NTIC’s~~Risks ~~business,~~Related ~~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~~Common ~~and its operating results.~~Stock

~~NTIC’s~~The ~~business,~~trading ~~properties,~~volume ~~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.~~common ~~Further,~~stock 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~~typically ~~subject~~very ~~to other international~~low, ~~federal,~~leaving ~~and state laws, rules, and regulations, the future non-compliance with which may harm~~ NTIC’s ~~business~~common orstock ~~may~~open 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.~~risk ~~federal tax laws included in the Inflation Reduction Act~~ of ~~2022,~~high ~~such as a 1% excise tax on stock repurchases, and revised tax law interpretations, also may adversely affect NTIC’s operating results~~volatility. 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 impact they may have on NTIC.

~~Governmental~~The ~~regulation~~number ~~also~~of ~~may~~shares ~~adversely affect the demand for some~~ of NTIC’s ~~products~~common ~~and~~stock ~~its~~being ~~operating~~traded ~~results.~~daily ~~For~~is ~~example,~~often ~~the~~very ~~PHMSA~~low, ~~added~~and ~~several~~on ~~new~~some ~~rules~~trading ~~with~~days, ~~specified~~there ~~deadlines~~is inno ~~calendar~~trading ~~year~~volume ~~2024~~at all. AsDuring afiscal ~~result~~2025, ~~pipeline~~the ~~owners~~daily ~~and~~trading ~~operators~~volume ~~and~~ranged ~~several~~from ~~service~~4,342 ~~contractors~~shares into ~~the~~905,541 ~~pipeline~~shares. ~~inspection~~Any ~~sector~~NTIC ~~were~~stockholder ~~required~~wishing to ~~complete~~sell ~~preliminary~~his, ~~reporting~~her, ~~requirements~~or toits ~~meet~~stock ~~these~~may ~~deadlines.~~cause ~~These~~a ~~reporting~~significant ~~requirements~~fluctuation ~~significantly delayed pipeline casing protection work~~ in the ~~second~~trading ~~and~~price ~~third quarters~~ of ~~fiscal~~NTIC’s ~~2024~~common ~~pending~~stock. ~~completion~~In ~~of the compliance work~~addition, ~~adversely~~low ~~impacting~~trading ~~demand~~volume ~~for~~of ~~certain~~a ~~products~~stock ~~and~~increases ~~NTIC’s~~the ~~operating~~possibility ~~results.~~that, ~~While~~despite werules ~~anticipate~~against ~~that~~such activity, the ~~impact~~price of ~~these~~the ~~new~~stock ~~rules~~may ~~and~~be ~~deadlines~~manipulated ~~will~~by ~~decrease~~persons inacting ~~fiscal 2025, resulting~~ in atheir ~~resurgence~~own inself-interest. ~~client~~NTIC ~~projects, other regulations~~ may benot ~~enacted,~~have ~~causing~~adequate ~~similar~~market ~~adverse~~makers ~~impacts,~~and ~~which~~market ~~impacts~~making oractivity ~~other~~to ~~events may~~ prevent ~~the~~manipulation ~~anticipated resurgence~~ in ~~client~~its ~~projects~~common ~~from materializing~~stock.

30The price and trading volume of NTIC’s common stock has been, and may continue to be, volatile.

~~Fluctuations~~The inmarket price and trading volume of NTIC’s ~~effective~~common ~~tax~~stock ~~rate~~price ~~could~~historically ~~have~~has fluctuated over a ~~significant~~wide ~~impact~~range. onDuring fiscal 2025, the sale price of NTIC’s ~~financial~~common ~~position~~stock ranged from a low of $6.75 per share to a high of $15.09 per share, ~~results~~and the daily trading volume ranged from 4,342 shares to 905,541 shares. It is likely that the price and trading volume of ~~operations~~NTIC’s common stock will continue to fluctuate in the future. The securities of small capitalization companies, including NTIC, from time-to-time experience significant price and volume fluctuations, often unrelated to the operating performance of these companies. Securities class action litigation is sometimes brought against a company following periods of volatility in the market price of its securities or ~~cash~~for ~~flows~~other reasons. NTIC may become the target of similar litigation, especially if NTIC fails to meet its annual projected financial guidance or lowers its annual projected financial guidance. Securities litigation, whether with or without merit, could result in substantial costs and divert management’s attention and resources, which could harm NTIC’s business, operating results, and financial condition as well as the market price of its common stock.

~~The~~A ~~mix~~large percentage of ~~pre-tax income or loss among the tax jurisdictions in which~~ NTIC ~~operates, which have varying tax rates, could impact NTIC~~’s ~~effective~~outstanding ~~tax~~common ~~rate.~~stock ~~NTIC~~ is ~~subject~~held toby ~~income~~insiders, ~~taxes~~and, as ~~well~~a asresult, ~~non-income based taxes in both~~ the ~~United~~trading ~~States~~market ~~and various foreign jurisdictions. Judgment is required in determining the worldwide provision~~ for ~~income taxes, other tax liabilities, interest, and penalties. Future events could change management~~NTIC’s ~~assessment.~~common ~~NTIC~~stock ~~operates within multiple taxing jurisdictions and~~ is ~~subject~~not toas ~~tax~~liquid ~~audits~~as ~~in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. NTIC also has made assumptions about~~ the ~~realization~~stock of ~~deferred~~other ~~tax~~public ~~assets~~companies. Changes in these assumptions or jurisdictional regulations could result in a valuation allowance for these assets. Final determination of tax audits or tax disputes may be different from what is currently reflected by NTIC’s income tax provisions and accruals.

~~Certain~~As of November 20, 2025, NTIC’s ~~operations~~had ~~are~~9,480,689 ~~subject~~shares toof ~~regulation~~common bystock ~~the~~outstanding, U24.S.3% ~~Food~~of which were beneficially owned by directors, executive officers, principal stockholders, and ~~Drug~~their ~~Administration~~respective affiliates. The stock of companies with a substantial amount of stock held by insiders is usually not as liquid as the stock of other public companies where insider ownership is not as concentrated. Thus, the trading market for shares of NTIC’s common stock may not be as liquid as the stock of other public companies.

~~The~~If ~~manufacture,~~securities ~~sale,~~or ~~and~~industry ~~use~~analysts ofdo ~~NTIC’s~~not ~~Natur-Tec®~~publish ~~bio-plastic~~research ~~resin~~or ~~compounds~~reports ~~are~~about ~~subject to regulation by the U.S. FDA. The FDA~~NTIC’s ~~regulations are concerned with substances used indirectly in food packaging materials~~business, ~~not~~or ~~with specific finished food packaging products. Thus, food and beverage containers are in compliance with FDA regulations~~ if ~~the~~they ~~components~~adversely ~~used~~change ~~in the food and beverage containers: (i) are approved by the FDA as indirect food additives for~~ their ~~intended~~recommendations ~~uses~~regarding ~~and~~NTIC’s ~~comply~~common ~~with~~stock, the ~~applicable~~market ~~FDA~~price ~~indirect food additive regulations; or (ii) are generally recognized as safe~~ for ~~their~~NTIC’s ~~intended~~common ~~uses~~stock and ~~are~~trading ofvolume ~~suitable purity for those intended uses. NTIC believes that its Natur-Tec® resin compounds comply with all FDA requirements. However, failure to comply with FDA regulations~~ could ~~subject NTIC to administrative, civil, or criminal penalties~~decline.

~~Any~~The ~~change~~trading inmarket ~~accounting~~for ~~principles~~NTIC’s ~~generally~~common ~~accepted~~stock inhas been influenced by research or reports that industry or securities analysts publish about NTIC or its business. If one or more analysts who cover NTIC downgrade NTIC’s common stock, the ~~United~~market ~~States~~price offor ~~America~~NTIC’s ~~requiring~~common stock would likely decline. If one or more cease coverage of NTIC or fail to ~~consolidate~~regularly ~~its~~publish ~~joint~~reports ~~ventures~~on NTIC, NTIC could ~~adversely~~lose ~~affect~~visibility in the financial markets, which, in turn, could cause the market price or trading volume for NTIC’s ~~operating~~common ~~results.~~stock to decline.

IfOne ~~there~~of ~~were~~NTIC’s aprincipal ~~change~~stockholders inbeneficially ~~accounting~~owns ~~rules~~a ~~and~~significant ~~NTIC~~percentage ~~were~~of ~~required~~NTIC’s tooutstanding ~~fully~~common ~~consolidate~~stock ~~its~~and ~~joint~~is ~~ventures~~affiliated orwith if NTIC’s ~~joint~~President ~~ventures~~and ~~otherwise~~Chief ~~would~~Executive beOfficer ~~required~~and, tothus, may be ~~consolidated~~able ~~with~~to ~~NTIC,~~influence ~~NTIC~~matters ~~and~~requiring ~~the~~stockholder ~~individual~~approval, ~~joint~~including ~~venture~~the ~~would~~election ~~incur~~of ~~significant~~directors, ~~additional~~and ~~costs.~~could Indiscourage ~~addition,~~or ~~other~~otherwise ~~accounting~~impede ~~pronouncements~~a ~~issued~~transaction in ~~the~~which ~~future could have~~ a ~~material~~third-party ~~cost~~wishes ~~associated~~to ~~with~~purchase NTIC’s ~~implementation~~outstanding ofshares ~~such~~at ~~new~~a ~~accounting pronouncements~~premium.

~~Risks~~As ~~Related~~of November 20, 2025, Inter Alia Holding Company, or Inter Alia, beneficially owned approximately 12.7% of NTIC’s outstanding common stock. Inter Alia is an entity partially owned by G. Patrick Lynch, NTIC’s President and Chief Executive Officer and director, as well as two other members of the Lynch family. Mr. Lynch shares voting and dispositive power of shares of NTIC’s common stock held by Inter Alia with the other owners. As a result of his share ownership through Inter Alia and his position as President and Chief Executive Officer and director of NTIC, Mr. Lynch may be able to influence the affairs and actions of NTIC, including matters requiring stockholder approval, such as the election of directors and approval of significant corporate transactions. The interests of Mr. Lynch and Inter Alia may differ from the interests of NTIC’s ~~Intellectual~~other ~~Property~~stockholders. This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of NTIC, which could deprive NTIC’s stockholders of an opportunity to receive a premium for their common stock as part of a sale or merger of NTIC, and may negatively affect the market price of NTIC’s common stock. Transactions that could be affected by this concentration of ownership include proxy contests, tender offers, mergers, or other purchases of common stock that could give stockholders the opportunity to realize a premium over the then-prevailing market price for shares of NTIC’s common stock.

NTIC’s reliance upon patents, trademark laws, trade secrets, and contractual provisions to protect its proprietary rights may not be sufficient to protect its intellectual property from others who may sell similar products.32

~~NTIC~~General ~~holds~~Risk patents relating to various aspects of its products and believes that proprietary technical know-how is critical to many of its products. Proprietary rights relating to NTIC’s products are protected from unauthorized use by third parties only to the extent that they are covered by valid and enforceable patents or are maintained in confidence as trade secrets. NTIC cannot be certain that it will be issued any patents from any pending or future patent applications owned by or licensed to NTIC or that the claims allowed under any issued patents will be sufficiently broad to protect its technology. In the absence of patent protection, NTIC may be vulnerable to competitors who attempt to copy NTIC’s products or gain access to its trade secrets and know-how. NTIC’s competitors may initiate litigation to challenge the validity of NTIC’s patents, or they may use their resources to design comparable products that do not infringe NTIC’s patents. NTIC may incur substantial costs if its competitors initiate litigation to challenge the validity of its patents or if it initiates any proceedings to protect its proprietary rights, and if the outcome of any such litigation is unfavorable to NTIC, its business and operating results could be materially adversely affected.Factors

31Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations.

InClimate ~~addition,~~change ~~NTIC~~resulting ~~relies~~from ~~substantially~~increased onconcentrations ~~trade~~of ~~secrets~~carbon dioxide and ~~proprietary~~other ~~know-how~~greenhouse ~~that~~gases itin ~~seeks~~the toatmosphere ~~protect,~~may inhave ~~part~~an adverse impact on global temperatures, byweather ~~confidentiality~~patterns ~~agreements~~and ~~with~~the ~~its~~frequency ~~employees~~and severity of extreme weather and ~~consultants~~natural disasters, such as hurricanes, tornadoes, earthquakes, wildfires or flooding. ~~These~~Climate ~~agreements~~change may bealso ~~breached~~cause water shortages, changes in rainfall and ~~NTIC~~storm ~~may~~patterns, ~~not~~changes ~~have~~in ~~adequate~~sea ~~remedies~~levels ~~for~~and ~~any~~other ~~such~~negative ~~breach~~weather and climate patterns. ~~Even~~Such ifweather ~~these~~conditions ~~confidentiality~~could ~~agreements~~pose ~~are~~physical ~~not~~risks ~~breached,~~to ~~NTIC’s~~our ~~trade~~facilities ~~secrets~~and ~~may~~disrupt ~~otherwise~~operation ~~become~~of ~~known~~our orsupply bechain ~~independently~~and ~~developed~~may byimpact ~~competitors~~operational costs.

~~Risks~~The ~~Related~~increasing global focus on climate change and the need for corporate change also may lead to ~~NTIC’s~~new ~~Common~~regional, ~~Stock~~federal, and/or global legal and regulatory requirements to reduce or mitigate the effects of greenhouse gases. The inconsistency of regulations in the countries in which we operate may affect the costs of compliance with such legal or regulatory requirements. Additionally, in the event that such regulation is enacted and is more aggressive than the sustainability measures that we are currently undertaking to monitor our emissions and improve our energy efficiently, we may be subject to curtailment or reduced access to resources or experience significant increases in our costs of operation and delivery. As a result, climate change could negatively affect our business and operations.

~~The~~In ~~trading~~addition, ~~volume~~public company stockholders are increasingly sensitive to the climate change impacts and mitigation efforts of ~~NTIC’s~~companies, ~~common~~are ~~stock~~increasingly isseeking ~~typically~~enhanced ~~very~~disclosure ~~low~~on the risks, ~~leaving~~challenges, ~~NTIC’s~~governance ~~common~~implications, ~~stock~~and ~~open~~financial impacts of climate change faced by companies and are demanding that companies take a proactive approach to ~~risk~~addressing ofperceived ~~high~~environmental ~~volatility~~risks, including risks associated with climate change, relating to their operations. Adverse publicity or climate-related litigation that may result from such enhanced disclosure or stockholder perception could have a negative impact on our business.

~~The~~Severe ~~number~~weather ofcould ~~shares~~have ofa ~~NTIC’s~~material ~~common~~adverse ~~stock~~effect ~~being traded daily is often very low, and~~ on ~~some trading days, there is no trading volume at all. During fiscal 2024, the daily trading volume ranged from 634 shares to 1,006,875 shares. Any~~ NTIC ~~stockholder wishing to sell his, her, or its stock may cause a significant fluctuation in the trading price of NTIC~~’s ~~common stock~~business. In addition, low trading volume of a stock increases the possibility that, despite rules against such activity, the price of the stock may be manipulated by persons acting in their own self-interest. NTIC may not have adequate market makers and market making activity to prevent manipulation in its common stock.

~~The~~NTIC’s ~~price~~business has been and ~~trading~~in ~~volume~~the offuture could be materially and adversely affected by severe weather. NTIC’s ~~common~~customers, ~~stock~~including ~~has~~in ~~been,~~particular NTIC’s oil and gas customers, may ~~continue~~have tooperations located in parts of the southern United States or other places and may be adversely affected by hurricanes and tropical storms, ~~volatile~~resulting in reduced demand for NTIC’s products and services or increased operating costs. Furthermore, NTIC’s customers and raw material suppliers’ operations have been and could in the future be adversely affected by such hurricanes and other extreme or seasonal weather conditions. Adverse weather can also directly impede NTIC’s operations. Repercussions of severe weather conditions may include:

~~The~~● ~~market~~curtailment ~~price and trading volume~~ of ~~NTIC’s~~services ~~common~~or ~~stock~~reduced ~~price~~demand historically has fluctuated over a wide range. During fiscal 2024, the sale price of NTIC’s common stock ranged from a low of $10.08 per share to a high of $19.63 per share, and the daily trading volume ranged from 634 shares to 1,006,875 shares. It is likely that the price and trading volume of NTIC’s common stock will continue to fluctuate in the future. The securities of small capitalization companies, including NTIC, from time-to-time experience significant price and volume fluctuations, often unrelated to the operating performance of these companies. Securities class action litigation is sometimes brought against a company following periods of volatility in the market price of its securities or for other reasons. NTIC may become the target of similar litigation, especially if NTIC fails to meet its annual projected financial guidance or lowers its annual projected financial guidance. Securities litigation, whether with or without merit, could result in substantial costs and divert management’s attention and resources, which could harm NTIC’s business, operating results, and financial condition as well as the market price of its common stock.products;

A● ~~large~~weather-related ~~percentage~~damage ofto ~~NTIC’s~~facilities ~~outstanding common stock is held by insiders,~~ and, ~~as a result~~equipment, ~~the~~resulting ~~trading~~in ~~market~~suspension ~~for NTIC’s common stock is not as liquid as the stock~~ of ~~other public companies.~~operations;

As● ofinability ~~November~~to ~~19,~~deliver ~~2024~~equipment, ~~NTIC~~personnel ~~had 9,470,507 shares of common stock outstanding, 24.3% of which were beneficially owned by directors, executive officers, principal stockholders,~~ and ~~their~~products ~~respective~~to ~~affiliates.~~job ~~The~~sites ~~stock~~in ofaccordance ~~companies~~ with acontract ~~substantial~~schedules ~~amount~~or ofincreased ~~stock~~transportation ~~held~~or ~~by insiders is usually not as liquid as the stock of~~ other ~~public~~operating ~~companies~~costs; ~~where insider ownership is not as concentrated. Thus, the trading market for shares of NTIC’s common stock may not be as liquid as the stock of other public companies.~~and

If● ~~securities~~loss orof industry analysts do not publish research or reports about NTIC’s business, or if they adversely change their recommendations regarding NTIC’s common stock, the market price for NTIC’s common stock and trading volume could declineproductivity.

~~The~~These ~~trading~~constraints ~~market~~could ~~for~~delay NTIC’s ~~common~~operations ~~stock~~and ~~has~~materially ~~been~~increase ~~influenced by research or reports that industry or securities analysts publish about~~ NTIC ~~or its business. If one or more analysts who cover NTIC downgrade NTIC~~’s ~~common~~operating ~~stock,~~and ~~the~~capital ~~market price for NTIC’s common stock would likely decline~~costs. If one or more cease coverage of NTIC or fail to regularly publish reports on NTIC, NTIC could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for NTIC’s common stock to decline.

One of NTIC’s principal stockholders beneficially owns a significant percentage of NTIC’s outstanding common stock and is affiliated with NTIC’s President and Chief Executive Officer and, thus, may be able to influence matters requiring stockholder approval, including the election of directors, and could discourage or otherwise impede a transaction in which a third-party wishes to purchase NTIC’s outstanding shares at a premium.33

~~As of November 19, 2024, Inter Alia Holding Company, or Inter Alia, beneficially owned approximately 12.7% of~~ NTIC’s ~~outstanding~~may ~~common~~grow ~~stock.~~its ~~Inter~~business Alia is an entity partially owned by G. Patrick Lynch, NTIC’s President and Chief Executive Officer and director, as well as two other members of the Lynch family. Mr. Lynch shares voting and dispositive power of shares of NTIC’s common stock held by Inter Alia with the other owners. As a result of his share ownership through ~~Inter~~additional ~~Alia~~joint ~~and his position as President and Chief Executive Officer and director of NTIC~~ventures, ~~Mr. Lynch may be able to influence the affairs and actions of NTIC~~subsidiaries, ~~including matters requiring stockholder approval~~alliances, ~~such as the election of directors~~ and approval of significant corporate transactions. The interests of Mr. Lynch and Inter Alia may differ from the interests of NTIC’s other stockholders. This concentration of ownership may have the effect of delayingacquisitions, ~~preventing,~~which ~~or deterring a change in control of NTIC,~~ could ~~deprive~~be ~~NTIC’s~~risky ~~stockholders of an opportunity to receive a premium for their common stock as part of a sale or merger of NTIC,~~ and ~~may~~harm ~~negatively~~its ~~affect the market price of NTIC’s common stock~~business. Transactions that could be affected by this concentration of ownership include proxy contests, tender offers, mergers, or other purchases of common stock that could give stockholders the opportunity to realize a premium over the then-prevailing market price for shares of NTIC’s common stock.

32One of NTIC’s growth strategies may be to expand its business by entering into additional joint ventures and alliances and acquiring businesses, technologies, and products that complement or augment NTIC’s existing products. The benefits of a joint venture, alliance, or acquisition may take more time than expected to develop, and NTIC cannot guarantee that any future joint ventures, alliances, or acquisitions will in fact produce the intended benefits. In addition, joint ventures, alliances, and acquisitions involve a number of risks, including:

~~General~~● ~~Risk~~diversion ~~Factors~~of management’s attention;

~~Climate~~● ~~change,~~difficulties orin ~~legal,~~assimilating ~~regulatory,~~the oroperations ~~market~~and ~~measures~~products toof ~~address~~a ~~climate~~new ~~change,~~joint ~~may~~venture ~~negatively~~or ~~affect~~acquired ~~our~~ business or in realizing projected efficiencies, cost savings, and ~~operations.~~revenue synergies;

~~Climate~~● ~~change~~potential ~~resulting~~loss ~~from increased concentrations~~ of ~~carbon~~key ~~dioxide~~employees ~~and~~or ~~other~~customers ~~greenhouse~~of ~~gases in~~ the ~~atmosphere~~new ~~may~~joint ~~have~~venture anor ~~adverse~~acquired ~~impact~~business ~~on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters, such as hurricanes, tornadoes, earthquakes, wildfires~~ or ~~flooding.~~adverse ~~Climate~~effects ~~change~~on ~~may~~existing ~~also~~business ~~cause~~relationships ~~water~~with ~~shortages,~~suppliers ~~changes in rainfall~~ and storm patterns, changes in sea levels and other negative weather and climate patterns. Such weather conditions could pose physical risks to our facilities and disrupt operation of our supply chain and may impact operational costs.customers;

~~The~~● ~~increasing~~adverse ~~global~~impact ~~focus~~ on ~~climate~~overall ~~change~~profitability ~~and~~if the ~~need for corporate change also may lead to~~ new ~~regional,~~joint ~~federal,~~venture ~~and/~~or ~~global~~acquired ~~legal~~business ~~and~~does ~~regulatory~~not ~~requirements~~achieve ~~to reduce or mitigate~~ the ~~effects~~financial ofresults ~~greenhouse~~projected ~~gases. The inconsistency of regulations~~ in ~~the~~NTIC’s ~~countries~~valuation in which we operate may affect the costs of compliance with such legal or regulatory requirements. Additionally, in the event that such regulation is enacted and is more aggressive than the sustainability measures that we are currently undertaking to monitor our emissions and improve our energy efficiently, we may be subject to curtailment or reduced access to resources or experience significant increases in our costs of operation and delivery. As a result, climate change could negatively affect our business and operations.models;

In● ~~addition,~~reallocation ~~public~~of ~~company~~amounts ~~stockholders are increasingly sensitive to the climate change impacts and mitigation efforts~~ of ~~companies,~~capital ~~are~~from ~~increasingly~~other ~~seeking~~operating ~~enhanced~~initiatives ~~disclosure on the risks, challenges, governance implications,~~ and/or ~~financial~~an ~~impacts~~increase ofin ~~climate~~NTIC’s ~~change~~leverage ~~faced by companies~~ and ~~are~~debt ~~demanding~~service ~~that~~requirements ~~companies take a proactive approach~~ to ~~addressing~~pay ~~perceived~~the ~~environmental~~joint ~~risks,~~venture ~~including~~capital ~~risks~~contribution ~~associated~~or ~~with~~the ~~climate~~acquisition ~~change,~~purchase ~~relating to their operations. In an effort to increase climate change disclosure~~price, onwhich ~~March~~could ~~6, 2024, the SEC adopted climate disclosure rules that require new climate-related disclosure~~ in ~~SEC~~turn ~~filings,~~restrict asNTIC’s ~~described~~ability ~~below.~~to ~~Adverse~~access ~~publicity~~additional orcapital ~~climate-related~~when ~~litigation~~needed ~~that may result from such enhanced disclosure~~ or ~~stockholder~~to ~~perception~~pursue ~~could~~other ~~have~~important aelements ~~negative~~of ~~impact~~NTIC’s ~~on our~~ business. strategy;

~~New~~● ~~climate~~inaccurate ~~disclosure~~assessment ~~rules~~of ~~adopted~~undisclosed, bycontingent, ~~the~~or ~~SEC~~other ~~may~~liabilities ~~increase~~or ~~our~~problems ~~costs~~ and ~~litigation~~unanticipated ~~risks,~~costs ~~which~~associated ~~would~~with ~~materially~~the ~~and~~new ~~adversely~~joint ~~affect~~venture ~~our~~or ~~future~~acquisition; ~~results of operations~~ and ~~financial condition.~~

On● ~~March~~incorrect 6,estimates ~~2024,~~made in the ~~SEC~~accounting ~~adopted~~for ~~new climate disclosure rules~~acquisitions, ~~which~~occurrence ~~require disclosure~~ of, ~~among other things, certain climate~~non-~~related~~recurring ~~risks~~charges, ~~their impacts~~ and ~~activities undertaken to mitigate or adapt to such risks; oversight by the board of directors and the role of management; information about climate~~write-~~related~~off ~~targets and goals; greenhouse gas emissions; and financial statement impacts. We are currently assessing the impact~~ of ~~the~~significant ~~new~~amounts ~~rules, but at this time, due in part to pending legal action related to the adoption~~ of ~~the~~goodwill ~~new~~that rules, we cannot predict the costs of implementation or any potential adverse impacts resulting from the new rules. However, we may incur increased costs relating to the assessment and disclosure of climate-related risks and increased litigation risks related to disclosures made pursuant to the new rules, either of which could ~~materially and~~ adversely affect ~~our~~NTIC’s ~~future~~operating results ~~of operations and financial condition~~.

~~Severe~~NTIC’s ~~weather~~ability ~~could~~to ~~have~~grow athrough ~~material~~joint ~~adverse~~ventures, ~~effect~~alliances, and acquisitions will depend, in part, on the availability of suitable opportunities at an acceptable cost, NTIC’s ~~business~~ability to compete effectively for these opportunities, and the availability of capital to complete such transactions.

NTIC’s ~~business~~relies ~~has~~on ~~been~~its ~~and~~management ininformation ~~the~~systems ~~future~~, ~~could~~including beits ~~materially~~recently ~~and~~implemented ~~adversely~~Enterprise ~~affected~~Resource byPlanning ~~severe weather.~~(“ERP”) ~~NTIC’s customers~~system, ~~including~~for ininventory ~~particular~~management, ~~NTIC’s oil and gas customers~~distribution, ~~may~~and ~~have operations located in parts of the southern United States or~~ other ~~places~~functions. If ~~and~~these ~~may~~information besystems ~~adversely~~fail ~~affected~~to byadequately ~~hurricanes~~perform ~~and~~these ~~tropical~~functions ~~storms,~~or ~~resulting~~if ~~in reduced demand for~~ NTIC’s ~~products~~experiences ~~and~~an ~~services~~interruption orin ~~increased~~their ~~operating costs. Furthermore~~operation, NTIC’s ~~customers~~business and ~~raw~~operating ~~material~~results ~~suppliers’ operations have been and~~ could ~~in the future~~ be adversely affected ~~by such hurricanes and other extreme or seasonal weather conditions~~. ~~Adverse weather can also directly impede NTIC’s operations. Repercussions of severe weather conditions may include:~~

33The efficient operation of NTIC’s business is dependent on its management information systems, including its recently implemented new ERP system. NTIC relies on its management information systems to effectively manage accounting and financial functions; manage order entry, order fulfillment, and inventory replenishment processes; and to maintain its research and development data. The failure of management information systems to perform as anticipated could disrupt NTIC’s business and product development and could result in decreased sales, causing NTIC’s business and operating results to suffer. In addition, NTIC’s management information systems are vulnerable to damage or interruption from natural or man-made disasters, including terrorist attacks, attacks by computer viruses or hackers, power loss to computer systems, Internet outages, and telecommunications or data network failure. Any such interruption could adversely affect NTIC’s business and operating results.

●While ~~curtailment~~NTIC currently uses limited traditional and generative artificial intelligence (“AI”) solutions for certain functions, it may incorporate additional AI solutions into its information systems in the future and these solutions may become important in its operations over time. The ever-increasing use and evolution of ~~services~~technology, orincluding ~~reduced~~AI, ~~demand~~creates opportunities for ~~products;~~the potential loss or misuse of personal data that NTIC uses to run its business, and unintentional dissemination or intentional destruction of confidential information stored in NTIC’ or our third party providers' systems, portable media or storage devices, which may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims. AI programs may be costly and require significant expertise to develop, may be difficult to set up and manage, and require periodic upgrades. NTIC’s competitors or other third parties may incorporate AI into their information systems and operations more quickly or more successfully than NTIC, which could impair NTIC’s ability to compete effectively and adversely affect its results of operations.

●NTIC’s ~~weather-related~~business ~~damage~~could tobe ~~facilities~~negatively ~~and~~impacted ~~equipment,~~by ~~resulting~~cyber insecurity ~~suspension~~threats. ~~of operations;~~

●In ~~inability~~the ordinary course of NTIC’s business, NTIC uses its management information systems to ~~deliver~~store ~~equipment~~and access proprietary business information. NTIC faces various cyber security threats, ~~personnel~~including cyber security attacks to its information technology infrastructure and ~~products~~attempts by others to ~~job~~gain ~~sites~~access to its proprietary or sensitive information. The procedures and controls NTIC uses to monitor these threats and mitigate its exposure, as described in ~~accordance~~greater ~~with~~detail ~~contract~~under ~~schedules~~“Part I. Item 1C. Cybersecurity,” may not be sufficient to prevent cyber security incidents. The result of these incidents could include disrupted operations, lost opportunities, misstated financial data, liability for stolen assets or information, increased ~~transportation~~costs arising from the implementation of additional security protective measures, litigation, and reputational damage. Any remedial costs or other ~~operating~~liabilities ~~costs;~~related to cyber security incidents may not be fully insured or indemnified by other means. Additionally, on July 26, 2023, the SEC issued final rules related to cyber security risk management and related disclosures. NTIC and its Audit Committee continue to monitor and analyze the impact these rules may have on NTIC’s regulatory burden and cost of compliance related to cyber security threats.

~~● loss of productivity.~~34

~~These constraints could delay~~ NTIC’s ~~operations~~quarterly ~~and~~results ~~materially~~are ~~increase~~typically ~~NTIC’s~~unpredictable ~~operating~~ and ~~capital~~subject ~~costs~~to variation.

NTIC’s ~~may~~quarterly ~~grow~~operating ~~its~~results ~~business~~vary ~~through~~from ~~additional~~quarter to quarter for a variety of reasons. For example, NTIC’s quarterly sales to joint ventures can be affected by individual orders to joint ventures. Because of the typical size of individual orders to joint ventures and the overall size of NTIC’s net sales to joint ventures, ~~subsidiaries~~the timing of one or more orders can materially affect NTIC’s quarterly sales to joint ventures and the comparisons to prior year quarters. In addition, ~~alliances~~because of the typical size of individual orders and the overall size of NTIC’s net sales derived from sales of Natur-Tec® products, the timing of one or more orders can materially affect NTIC’s quarterly sales of Natur-Tec® products and ~~acquisitions~~the comparisons to prior year quarters. Furthermore, ~~which~~since ~~could~~ZERUST® beproducts ~~risky~~for the oil and ~~harm~~gas ~~its~~industry ~~business~~typically carry higher margins than other traditional ZERUST® products, the amount of sales of ZERUST® products for the oil and gas industry typically affects NTIC’s overall margins. Such variability in operating results makes the prediction of NTIC’s net sales, earnings, and other operating results for each quarter difficult and increases the risk of unanticipated variations in quarterly operating results. NTIC’s quarterly results have been and, in the future, may be below the expectations of public market analysts and investors.

~~One of~~ NTIC’s ~~growth~~business ~~strategies~~is ~~may~~subject be to ~~expand~~a ~~its~~number ~~business~~of byother ~~entering~~miscellaneous ~~into~~risks ~~additional joint ventures and alliances and acquiring businesses, technologies, and products~~ that ~~complement~~may oradversely ~~augment~~affect NTIC’s ~~existing~~operating ~~products. The benefits of a joint venture~~results, ~~alliance,~~financial ~~or acquisition may take more time than expected to develop~~condition, ~~and NTIC cannot guarantee that any future joint ventures, alliances,~~ or ~~acquisitions will in fact produce the intended benefits~~business. ~~In addition, joint ventures, alliances, and acquisitions involve a number of risks, including:~~

●NTIC’s ~~diversion~~business is subject to a number of ~~management~~other miscellaneous risks that may adversely affect NTIC’s ~~attention~~operating results, and financial condition, such as natural or man-made disasters, an unexpected business loss of supply due to a force majeure event or global pandemics that may result in shortages of raw materials, higher commodity costs, an increase in insurance premiums, and other adverse effects on NTIC’s business; the continued threat of terrorist acts and war that may result in heightened security and higher costs for import and export shipments of components or finished goods; and the ability of NTIC’s management to adapt to unplanned events.

●Item ~~difficulties~~1B. inUNRESOLVED ~~assimilating~~STAFF ~~the operations and products of a new joint venture or acquired business or in realizing projected efficiencies, cost savings, and revenue synergies;~~COMMENTS

●Not ~~potential loss of key employees or customers of the new joint venture or acquired business or adverse effects on existing business relationships with suppliers and customers;~~applicable.

●Item ~~adverse~~1C. ~~impact on overall profitability if the new joint venture or acquired business does not achieve the financial results projected in NTIC’s valuation models;~~CYBERSECURITY

● reallocation of amounts of capital from other operating initiatives and/or an increase in NTIC’s leverage and debt service requirements to pay the joint venture capital contribution or the acquisition purchase price, which could in turn restrict NTIC’s ability to access additional capital when needed or to pursue other important elements of NTIC’s business strategy;Background

●Cybersecurity, ~~inaccurate~~data ~~assessment~~privacy, and data protection are critical to NTIC’s business. In the ordinary course of ~~undisclosed~~business, ~~contingent~~NTIC collects and stores certain confidential information, orsuch ~~other~~as ~~liabilities~~information orabout ~~problems~~employees, contractors, vendors, customers, and ~~unanticipated~~suppliers. ~~costs~~NTIC ~~associated~~has ~~with~~processes ~~the~~in place for assessing, identifying, and managing material risks from cybersecurity threats, and NTIC regularly assesses its performance and identifies areas for improvement. NTIC also has implemented measures to safeguard its entire cyber network. Management continually re-assesses NTIC’s cybersecurity risk environment based on changing circumstances and new ~~joint~~information ~~venture~~identified orby ~~acquisition;~~monitoring, scanning and testing its systems, as well as utilizing third party resources for testing.

●Risk ~~incorrect~~Management ~~estimates made in the accounting for acquisitions, occurrence of non-recurring charges,~~ and ~~write-off of significant amounts of goodwill that could adversely affect NTIC’s operating results.~~Strategy

NTIC’s ~~ability~~processes tofor ~~grow through joint ventures~~assessing, ~~alliances~~identifying, and ~~acquisitions~~managing ~~will~~cybersecurity ~~depend,~~threats inhave ~~part,~~been onintegrated ~~the~~into ~~availability~~its ofoverall ~~suitable~~risk ~~opportunities~~management atprocesses. anThe ~~acceptable~~information ~~cost,~~provided ~~NTIC~~by these processes facilitates management’s ~~ability~~ongoing toassessment ~~compete~~of ~~effectively~~NTIC’s ~~for~~cybersecurity ~~these~~risk ~~opportunities,~~environment and provides current and accurate information regarding cybersecurity risks to management, the ~~availability~~Audit Committee and Board of ~~capital~~Directors to ~~complete~~allow appropriate management of such ~~transactions~~risks through remediation or other risk mitigation activities.

NTIC ~~relies~~maintains ona ~~its~~cybersecurity ~~management~~program ~~information~~that ~~systems~~is ~~for~~designed ~~inventory~~to ~~management~~identify, ~~distribution~~protect from, detect, respond to, and ~~other~~recover ~~functions.~~from Ifcybersecurity ~~these~~threats and risks, and protect the confidentiality, integrity, and availability of its information systems, ~~fail~~including the information residing on such systems. NTIC takes a risk-based approach to ~~adequately~~cybersecurity, ~~perform~~which ~~these~~begins ~~functions~~with the identification and evaluation of cybersecurity risks or ifthreats ~~NTIC~~that ~~experiences~~could anaffect ~~interruption~~its inoperations, ~~their~~finances, ~~operation~~legal or regulatory compliance, or reputation. The scope of NTIC’s evaluation encompasses risks that may be associated with both its internally managed IT systems and key business functions and ~~operating~~sensitive ~~results~~data ~~could~~operated beor ~~adversely~~managed ~~affected~~by third-party service providers. Once identified, cybersecurity risks and related mitigation efforts are prioritized based on their potential impact, likelihood, velocity, and vulnerability, considering both quantitative and qualitative factors. Risk mitigation strategies are developed and implemented based on the specific nature of each cybersecurity risk. These strategies include, among others, the application of cybersecurity policies and procedures, implementation of administrative, technical, and physical controls, and employee training, education, and awareness initiatives.

The efficient operation of NTIC’s business is dependent on its management information systems. NTIC relies on its management information systems to effectively manage accounting and financial functions; manage order entry, order fulfillment, and inventory replenishment processes; and to maintain its research and development data. The failure of management information systems to perform as anticipated could disrupt NTIC’s business and product development and could result in decreased sales, causing NTIC’s business and operating results to suffer. In addition, NTIC’s management information systems are vulnerable to damage or interruption from natural or man-made disasters, including terrorist attacks, attacks by computer viruses or hackers, power loss to computer systems, Internet outages, and telecommunications or data network failure. Any such interruption could adversely affect NTIC’s business and operating results.35

34Role of Management

~~The~~Management ~~installation~~has ofimplemented arisk ~~new~~management ~~Enterprise~~structures, ~~Resource~~policies, ~~Planning~~and ~~software~~procedures ~~system~~ and ~~related~~is ~~equipment~~responsible ~~could~~for ~~cause~~NTIC’s ~~disruption~~ day-to-day cybersecurity risk management. NTIC’s ~~business~~Information Technology Director, who possesses a strong foundation in cybersecurity through prior managerial experience and specialized training, oversees the daily assessment and management of cybersecurity risks. NTIC ~~may~~employs ~~not~~best practices, including real-time monitoring, anti-virus protection, and ongoing patch management across all systems. System maintenance is performed in accordance with industry standards and aligned with recognized best practices. Because cybersecurity threats continue to evolve, NTIC’s implemented measures are designed to be ~~able~~flexible and adaptable to ~~effectively~~respond ~~realize~~to changes in the ~~benefits~~security oflandscape. ~~this~~The ~~new~~following ~~system.~~security measures give some insight as to what has been implemented:

~~NTIC~~● isMultifactor inauthentication ~~the~~● ~~process~~Phishing ofsimulations ~~installing~~● aUser ~~new~~permissions ~~Enterprise~~auditing ~~Resource Planning (ERP) software system~~ and ~~related~~tightening ~~equipment~~● inProactive ~~order~~blocking toof ~~support~~high-risk ~~its~~email ~~future~~● ~~growth~~Active ~~and~~monitoring ~~more fully optimize its existing processes. The implementation~~ of auser ~~new~~sign-in ~~ERP~~● ~~software system may prove to be more difficult, costly or time~~On-~~consuming~~premises ~~than~~endpoint ~~expected,~~reduction ~~and~~● itEndpoint isdetection ~~possible that the system will not yield the anticipated benefits. Any disruptions, delays or deficiencies related to the new ERP software system could materially impact NTIC’s operations~~ and ~~its~~response ~~ability~~● ~~to manage inventory~~Licensing, ~~fulfill obligations to customers or otherwise operate its business. In addition~~network, ~~implementation of a new ERP system will require significant resources, including the time~~ and ~~attention~~hardware ofcompliance ~~NTIC’s~~ management~~, in order to fully realize the anticipated benefits.~~

~~NTIC’s~~Use ~~business~~of ~~could~~Consultants beand ~~negatively impacted by cyber security threats.~~ Advisors

~~In the ordinary course of~~ NTIC’s ~~business,~~engages ~~NTIC~~various ~~uses~~third-party ~~its~~cybersecurity ~~management~~service ~~information~~providers ~~systems~~ to ~~store~~assess and ~~access~~enhance ~~proprietary business information. NTIC faces various cyber security threats, including cyber security attacks to~~ its ~~information~~cybersecurity ~~technology~~practices ~~infrastructure~~ and ~~attempts~~assist bywith ~~others~~protection toand ~~gain~~monitoring ~~access~~of to its ~~proprietary~~systems orand ~~sensitive~~ information., ~~The~~including ~~procedures~~with ~~and~~respect ~~controls NTIC uses~~ to ~~monitor~~protection ~~these~~of ~~threats and mitigate~~ its ~~exposure~~e-mail, assystem ~~described in greater detail under “Part I. Item 1C. Cybersecurity~~access,” ~~may~~network ~~not be sufficient to prevent cyber security incidents. The result of these incidents could include disrupted operations~~monitoring, ~~lost~~endpoint ~~opportunities~~protection, ~~misstated~~vulnerability ~~financial data~~assessments, ~~liability~~and ~~for~~penetration ~~stolen~~testing. ~~assets~~NTIC orengages ~~information,~~cybersecurity ~~increased costs arising from the implementation of additional security protective measures~~consultants, ~~litigation~~auditors, and ~~reputational damage. Any remedial costs or~~ other ~~liabilities~~third ~~related~~parties to ~~cyber~~assess ~~security incidents~~and ~~may~~enhance ~~not~~its becybersecurity ~~fully insured or indemnified by other means. Additionally~~practices, onsuch ~~July~~as ~~26,~~a ~~2023,~~third ~~the~~party ~~SEC~~consulting ~~issued~~firm ~~final rules related~~ to ~~cyber~~perform ~~security~~tabletop ~~risk~~exercises ~~management~~ and ~~related~~evaluate ~~disclosures.~~ NTIC ~~and its Audit Committee continue to monitor and analyze the impact these rules may have on NTIC~~’s ~~regulatory~~cyber ~~burden~~processes, ~~and~~including ~~cost~~an assessment of ~~compliance~~its ~~related~~incident toresponse ~~cyber security threats~~procedures.

~~NTIC’s~~Board ~~quarterly results are typically unpredictable and subject to variation.~~Oversight

~~NTIC’s~~The ~~quarterly~~Board ~~operating~~of ~~results~~Directors, ~~vary~~both ~~from~~directly ~~quarter~~and tothrough ~~quarter~~the ~~for~~delegation aof ~~variety~~responsibilities ofto ~~reasons.~~the ~~For~~Audit ~~example~~Committee, ~~NTIC’s~~oversees ~~quarterly~~the ~~sales~~proper tofunctioning ~~joint~~of ~~ventures~~NTIC’s ~~can~~cybersecurity berisk ~~affected~~management ~~by individual orders to joint ventures~~program. ~~Because~~In ofparticular, the ~~typical~~Audit ~~size~~Committee, ofwhich ~~individual~~is ~~orders~~comprised toentirely ~~joint~~of ~~ventures~~independent ~~and~~directors, ~~the~~is ~~overall~~responsible ~~size~~for ofreviewing ~~NTIC’s~~and ~~net~~discussing ~~sales~~guidelines toand ~~joint~~policies ~~ventures,~~governing the ~~timing~~process ofby ~~one~~which orsenior ~~more~~management ~~orders~~of ~~can~~NTIC ~~materially~~assesses ~~affect~~and manages NTIC’s ~~quarterly~~exposure ~~sales~~ to ~~joint~~risk ~~ventures~~ and ~~the~~reviewing ~~comparisons~~and todiscussing ~~prior~~NTIC’s ~~year~~major ~~quarters.~~financial Inrisk ~~addition~~exposures, ~~because~~including ofcybersecurity ~~the~~risk, ~~typical~~and ~~size~~the ofsteps ~~individual~~management ~~orders~~has ~~and~~taken ~~the~~to ~~overall~~monitor ~~size~~and ofcontrol ~~NTIC’s~~such ~~net~~exposures; ~~sales~~it ~~derived~~being ~~from~~understood ~~sales~~that ofit ~~Natur-Tec®~~is ~~products,~~ the ~~timing~~job of ~~one~~management orto ~~more~~assess ~~orders~~and ~~can~~management ~~materially affect~~ NTIC’s ~~quarterly~~exposure ~~sales~~to ofrisk ~~Natur-Tec® products~~ and that the ~~comparisons~~Audit toCommittee’s ~~prior~~responsibility ~~year~~is ~~quarters.~~to ~~Furthermore,~~discuss ~~since~~guidelines ~~ZERUST® products for the oil~~ and ~~gas~~policies ~~industry~~by ~~typically~~which ~~carry~~risk ~~higher~~assessment ~~margins~~and ~~than~~management ~~other~~are ~~traditional~~undertaken. ~~ZERUST®~~The ~~products,~~Audit ~~the~~Committee ~~amount~~additionally ofreceives ~~sales~~periodic ofupdates ~~ZERUST®~~from ~~products~~senior ~~for~~management ~~the~~on ~~oil and gas industry typically affects~~ NTIC’s ~~overall~~policies, ~~margins.~~processes, ~~Such~~procedures ~~variability~~and inany ~~operating~~significant ~~results~~developments ~~makes~~related to the ~~prediction of NTIC’s net sales~~identification, ~~earnings,~~mitigation and ~~other~~remediation ~~operating~~of ~~results~~cybersecurity ~~for~~risks ~~each~~and ~~quarter~~is ~~difficult~~responsible ~~and~~for ~~increases~~reviewing the ~~risk~~cybersecurity ofdisclosures ~~unanticipated~~required ~~variations~~to inbe ~~quarterly~~included ~~operating~~in ~~results.~~ NTIC’s ~~quarterly~~SEC ~~results have been and, in the future, may be below the expectations of public market analysts and investors~~filings.

~~NTIC’s~~Although ~~business~~none isof ~~subject~~the members of the Audit Committee has any work experience, degree, or certifications related to ainformation ~~number~~security ofor ~~other~~cybersecurity, ~~miscellaneous~~the ~~risks~~Audit ~~that~~Committee ~~may~~works ~~adversely~~closely ~~affect~~with members of management and NTIC’s ~~operating~~has ~~results,~~engaged ~~financial~~third-party ~~condition,~~service orproviders ~~business~~to further enhance its cybersecurity efforts and the oversight thereof by the Audit Committee.

~~NTIC’s~~Risks ~~business~~from isMaterial ~~subject~~Cybersecurity to a number of other miscellaneous risks that may adversely affect NTIC’s operating results, and financial condition, such as natural or man-made disasters, an unexpected business loss of supply due to a force majeure event or global pandemics that may result in shortages of raw materials, higher commodity costs, an increase in insurance premiums, and other adverse effects on NTIC’s business; the continued threat of terrorist acts and war that may result in heightened security and higher costs for import and export shipments of components or finished goods; and the ability of NTIC’s management to adapt to unplanned events.Threats

35Although NTIC has taken steps to prevent and mitigate data security threats, there can be no assurance that its protective measures and those of its third party service providers will prevent or detect security breaches that could have a significant impact on NTIC’s business, reputation, operating results and financial condition. NTIC maintains cyber liability insurance; however, this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of NTIC’s systems.As of the date of this filing, NTIC has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on NTIC’s business strategy, results of operations or financial condition. Although NTIC has not experienced cybersecurity incidents that are individually, or in the aggregate, material, NTIC has experienced cyberattacks in the past, which NTIC believes have thus far been mitigated by preventative, detective, and responsive measures it has put in place. See the factors described in the “Part I. Item 1.A. Risk Factors” section of this Form 10-K for further detail about the cybersecurity risks NTIC faces. Maintaining a robust information security system is an ongoing priority for NTIC, and NTIC plans to continue to identify and evaluate new, emerging risks to data protection and cybersecurity both within NTIC and through its engagement of third-party service providers.

~~Item 1B. UNRESOLVED STAFF COMMENTS~~36

~~Not~~Item ~~applicable~~2. PROPERTIES

~~Item~~NTIC’s 1Cprincipal executive offices, production facilities, and domestic research and development operations are located in a building owned by NTIC located at 4201 Woodland Road, Circle Pines, Minnesota 55014. ~~CYBERSECURITY~~NTIC also owns the property immediately adjacent to this property, located at 4203 Woodland Road, which includes a 26,000 square foot industrial building, which is used primarily for warehousing space and light industrial production. In addition to these properties, NTIC owns real estate and a building in Beachwood, Ohio, which it uses for office, manufacturing, laboratory, and warehouse space, and has contract warehousing agreements in California and Indiana to hold and release stock products to customers.

~~Background~~Internationally, NTIC China owns an approximately 21,000 square feet industrial building in the Qingpu District of Shanghai, China, which is used as NTIC China’s corporate headquarters and NTIC’s subsidiaries in Brazil, India and Mexico, all lease office, warehouse, and laboratory space. Both NTIC’s subsidiaries Natur-Tec India and Brazil are in the process of purchasing and renovating new local corporate headquarters to accommodate new manufacturing capacity and anticipated business growth. These projects are expected to be completed in fiscal 2026 or fiscal 2027.

~~Cybersecurity, data privacy, and data protection are critical to~~ NTIC’s ~~business.~~management Inconsiders ~~the~~its ~~ordinary~~current ~~course~~properties ~~of business, NTIC collects~~ and ~~stores~~the ~~certain~~new ~~confidential~~expansions ~~information,~~noted ~~such~~above asto ~~information~~be ~~about~~suitable ~~employees, contractors, vendors, customers,~~ and ~~suppliers.~~adequate ~~NTIC has processes in place~~ for ~~assessing, identifying, and managing material risks from cybersecurity threats, and NTIC regularly assesses~~ its ~~performance~~current and ~~identifies~~foreseeable ~~areas for improvement~~needs. In recent years, NTIC has implemented measures to safeguard its entire cyber network. Management continually re-assesses NTIC’s cybersecurity risk environment based on changing circumstances and new information identified by monitoring, scanning and testing its systems as well as utilizing third party resources for testing.

~~Risk~~Item ~~Management~~3. ~~and~~LEGAL ~~Strategy~~PROCEEDINGS

~~NTIC’s~~For ~~processes for assessing, identifying, and managing cybersecurity threats have been integrated into the overall risk management processes. The~~ information ~~provided~~regarding ~~by these processes facilitates management’s ongoing assessment of~~ NTIC’s ~~cybersecurity~~legal ~~risk environment and provides current and accurate information regarding cybersecurity risks to management~~proceedings, ~~the~~see ~~Audit~~Note ~~Committee~~16 ~~and Board of Directors~~ to ~~allow~~NTIC’s ~~appropriate~~consolidated ~~management~~financial ~~of such risks through remediation or other risk mitigation activities~~statements.

~~NTIC~~Item maintains a cybersecurity program that is designed to identify, protect from, detect, respond to, and recover from cybersecurity threats and risks, and protect the confidentiality, integrity, and availability of its information systems, including the information residing on such systems4. ~~NTIC~~MINE ~~takes~~SAFETY a risk-based approach to cybersecurity, which begins with the identification and evaluation of cybersecurity risks or threats that could affect its operations, finances, legal or regulatory compliance, or reputation. The scope of NTIC’s evaluation encompasses risks that may be associated with both its internally managed IT systems and key business functions and sensitive data operated or managed by third-party service providers. Once identified, cybersecurity risks and related mitigation efforts are prioritized based on their potential impact, likelihood, velocity, and vulnerability, considering both quantitative and qualitative factors. Risk mitigation strategies are developed and implemented based on the specific nature of each cybersecurity risk. These strategies include, among others, the application of cybersecurity policies and procedures, implementation of administrative, technical, and physical controls, and employee training, education, and awareness initiatives.DISCLOSURES

~~Role~~Not ~~of Management~~applicable.

Management has implemented risk management structures, policies and procedures and is responsible for NTIC’S day-to-day cybersecurity risk management. Our Information Technology Director, who brings a solid foundation in cybersecurity from prior managerial roles and specialized training, is responsible for our day-to-day assessment and management of cybersecurity risks and has helped NTIC leverage best practices consisting of real time monitoring, anti-virus and ongoing patch management for all systems. Maintenance keeps code to industry standards and aligned with best practices. Security, and threats to security, are constantly evolving. The implemented measures are flexible enough that they can be modified dynamically to respond to changes in the security landscape. The following security measures give some insight as to what has been implemented:37

●PART ~~Multifactor Authentication~~II

●Item ~~Phishing~~5. ~~Simulations~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

●Market ~~User Permissions Auditing and Tightening~~Information

●NTIC’s ~~Proactive~~common ~~blocking~~stock trades on the Nasdaq Global Market of ~~high-risk~~The ~~email~~Nasdaq Stock Market under the symbol “NTIC.”

~~● Active monitoring of user sign-in~~Dividends

●During ~~On-premises~~fiscal ~~Endpoint~~2025, ~~reduction~~NTIC’s Board of Directors declared cash dividends on the following dates in the following amounts to holders of record of NTIC’s common stock as of the following record dates:

● Endpoint detection and response

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
July 16, 2025	$0.01	July 30, 2025	August 13, 2025

●On ~~Licensing~~April 10, ~~Network~~2025, ~~and~~NTIC ~~hardware~~announced ~~compliance~~that ~~management~~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 global environment.

36Subsequent to the end of fiscal 2025, on October 15, 2025, NTIC’s Board of Directors declared a cash dividend of $0.01 per share of NTIC’s common stock, payable on November 12, 2025 to stockholders of record on October 29, 2025. The declaration of future dividends is not guaranteed and will be determined by NTIC’s Board of Directors in light of conditions then existing, including NTIC’s earnings, financial condition, cash requirements, restrictions in financing agreements, business conditions, and other factors.

~~Use~~Number of ~~Consultants~~Record ~~and Advisors~~Holders

~~NTIC~~As ~~engages various third-party cybersecurity service providers to assess and enhance its cybersecurity practices and assist with protection and monitoring~~ of ~~its~~August ~~systems~~31, ~~and information~~2025, ~~including~~there ~~with~~were ~~respect~~152 torecord ~~protection~~holders of ~~its~~NTIC’s ~~e-mail,~~common ~~system access, network monitoring, endpoint protection, vulnerability assessments and penetration testing~~stock. ~~NTIC~~This ~~engages~~does ~~cybersecurity~~not ~~consultants,~~include ~~auditors,~~shares ~~and~~held ~~other~~in ~~third~~“street ~~parties~~name” toor ~~assess~~beneficially and enhance its cybersecurity practices, such as a third party consulting firm to perform tabletop exercises and evaluate NTIC’s cyber processes including an assessment of its incident response proceduresowned.

~~Board~~Recent ~~Oversight~~Sales of Unregistered Equity Securities

~~The~~NTIC ~~Board~~did ofnot ~~Directors,~~sell ~~both~~any ~~directly~~shares ~~and through the delegation~~ of ~~responsibilities~~its tocommon ~~the~~stock ~~Audit~~or ~~Committee~~any ~~oversees~~other ~~the~~equity ~~proper~~securities ~~functioning~~ of NTIC’s ~~cybersecurity~~that ~~risk~~were ~~management~~not ~~program.~~registered Inunder ~~particular,~~ the ~~Audit~~Securities ~~Committee,~~Act ~~which is comprised entirely~~ of ~~independent directors~~1933, isas responsible for reviewing and discussing guidelines and policies governing the process by which senior management of NTIC assesses and manages NTIC’s exposure to risk and reviewing and discussing NTIC’s major financial risk exposuresamended, ~~including~~during ~~cybersecurity risk, and~~ the ~~steps~~fourth ~~management~~quarter ~~has taken to monitor and control such exposures; it being understood that it is the job~~ of ~~management~~fiscal ~~to assess and management NTIC’s exposure to risk and that the Audit Committee’s responsibility is to discuss guidelines and policies by which risk assessment and management are undertaken~~2025. The Audit Committee additionally receives periodic updates from senior management on NTIC’s policies, processes, procedures and any significant developments related to the identification, mitigation and remediation of cybersecurity risks and is responsible for reviewing the cybersecurity disclosures required to be included in NTIC’s SEC filings.

~~Although~~Issuer ~~none~~Purchases of ~~the~~Equity members of the Audit Committee has any work experience, degree, or certifications related to information security or cybersecurity, the Audit Committee works closely with members of management and NTIC has engaged third-party service providers to further enhance its cybersecurity efforts.Securities

~~Risks~~NTIC ~~from~~did ~~Material~~not ~~Cybersecurity~~purchase ~~Threats~~any shares of its common stock or other equity securities of NTIC during the fourth quarter of fiscal 2025. As of August 31, 2025, up to $2,640,548 in shares of NTIC common stock remained available for repurchase under NTIC’s stock repurchase program.

Although NTIC has taken steps to prevent and mitigate data security threats, there can be no assurance that its protective measures and those of its third party service providers will prevent or detect security breaches that could have a significant impact on NTIC’s business, reputation, operating results and financial condition. NTIC maintains cyber liability insurance; however, this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of NTIC’s systems. As of the date of this filing, NTIC has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on NTIC’s business strategy, results of operations or financial condition. Although NTIC has not experienced cybersecurity incidents that are individually, or in the aggregate, material, NTIC has experienced cyberattacks in the past, which NTIC believes have thus far been mitigated by preventative, detective, and responsive measures it has put in place. See the factors described in the “Part I. Item 16.A. Risk Factors” section of this Form 10-K for further detail about the cybersecurity risks NTIC faces. Maintaining a robust information security system is an ongoing priority for NTIC, and NTIC plans to continue to identify and evaluate new, emerging risks to data protection and cybersecurity both within NTIC and through its engagement of third-party service providers.[RESERVED]

~~Item 2. PROPERTIES~~38

~~NTIC’s~~Item ~~principal executive offices, production facilities, and domestic research and development operations are located at 4201 Woodland Road, Circle Pines, Minnesota 55014~~7. ~~NTIC~~MANAGEMENT’S ~~also~~DISCUSSION ~~purchased~~AND ~~the~~ANALYSIS ~~property~~OF ~~immediately~~FINANCIAL ~~adjacent~~CONDITION toAND ~~this~~RESULTS ~~property,~~OF located at 4203 Woodland Road, which includes a 26,000 square foot industrial building, for $1,200,000 in February 2023. NTIC continues to renovate this building, which will be used primarily for warehousing space and light industrial production. NTIC owns this real estate and these buildings. NTIC also owns real estate and a building in Beachwood, Ohio, which it uses for office, manufacturing, laboratory, and warehouse space. Additionally, NTIC has contract warehousing agreements in California and Indiana to hold and release stock products to customers.OPERATIONS

~~Internationally,~~This ~~NTIC~~Management’s ~~subsidiaries~~Discussion inand ~~Brazil,~~Analysis ~~India,~~provides ~~Mexico,~~material historical and ~~China~~prospective ~~all~~disclosures ~~lease~~intended ~~office,~~to ~~warehouse,~~enable investors and ~~laboratory~~other ~~space~~users to assess NTIC’s financial condition and results of operations. InStatements ~~July~~that ~~2021,~~are ~~NTIC~~not ~~China~~historical ~~entered~~are ~~into~~forward-looking aand ~~purchase~~involve ~~agreement~~risks toand ~~acquire~~uncertainties andiscussed ~~approximately~~under ~~21,000~~the ~~square~~heading ~~feet~~“Part ~~industrial~~I. ~~building~~Item 1. Business—Forward-Looking Statements” and under the ~~right~~heading to“Part ~~use~~I. ~~certain~~Item ~~real~~1A. ~~estate~~Risk inFactors.” The following discussion of the ~~Qingpu~~results ~~District~~of the operations and financial condition of ~~Shanghai,~~NTIC ~~China,~~should ~~which~~be ~~has~~read ~~been~~in ~~used~~conjunction aswith ~~China~~NTIC’s ~~new~~consolidated ~~corporate~~financial ~~headquarters~~statements ~~since~~and ~~February~~the ~~2022.~~related ~~NTIC~~notes ~~also~~thereto ~~leases~~included ~~office,~~under ~~warehouse,~~“Part ~~and~~II. ~~laboratory~~Item ~~space~~8. inFinancial ~~Chennai,~~Statements ~~India~~and Supplementary Data.”

37This Management’s Discussion and Analysis is organized in the following major sections:

● Business Overview. This section provides a brief overview description of NTIC’s ~~management~~business, ~~considers~~focusing ~~its~~in ~~current~~particular ~~properties~~on ~~suitable~~developments ~~and~~during ~~adequate~~the ~~for~~most ~~its~~recent ~~current~~fiscal ~~and foreseeable needs~~year.

~~Item~~● 3NTIC’s Subsidiaries and Joint Venture Network. ~~LEGAL~~This ~~PROCEEDINGS~~section provides a brief overview of NTIC’s subsidiaries and its joint venture network, the joint ventures which are considered individually significant to NTIC’s consolidated assets and income, and how NTIC’s joint ventures are accounted for by NTIC.

~~For~~● ~~information~~Financial ~~regarding~~Overview. ~~NTIC’s~~This ~~legal~~section ~~proceedings,~~provides ~~see~~a ~~Note~~brief 15summary toof NTIC’s ~~consolidated~~financial results and financial ~~statements~~condition for fiscal 2025 compared to fiscal 2024.

~~Item~~● 4Sales and Expense Components. ~~MINE~~This ~~SAFETY~~section ~~DISCLOSURES~~provides a brief description of the significant line items in NTIC’s consolidated statements of operations.

~~Not~~● ~~applicable~~Results of Operations. This section provides an analysis of the significant line items in NTIC’s consolidated statements of operations.

38● Liquidity and Capital Resources. This section provides an analysis of NTIC’s liquidity and cash flows and a discussion of NTIC’s financial condition and financial commitments.

~~PART~~● IIInflation and Seasonality. This section describes the effects of inflation and seasonality, if any, on NTIC’s business and operating results.

~~Item~~● 5Market Risk. ~~MARKET~~This ~~FOR~~section ~~REGISTRANT’S~~describes ~~COMMON~~material ~~EQUITY,~~market ~~RELATED~~risks ~~STOCKHOLDER~~to ~~MATTERS~~which ~~AND~~NTIC ~~ISSUER~~is ~~PURCHASES OF EQUITY SECURITIES~~subject.

~~Market~~● ~~Information~~Related Party Transactions. This section describes any material related party transactions to which NTIC is a party.

● Critical Accounting Policies and Estimates. This section discusses NTIC’s ~~common~~critical ~~stock~~accounting ispolicies ~~listed~~and ~~for~~estimates, ~~trading~~which onrequire ~~the~~NTIC ~~Nasdaq~~to ~~Global~~exercise ~~Market~~subjective ofor ~~The~~complex ~~Nasdaq~~judgments ~~Stock~~in ~~Market~~their ~~under~~application. ~~the~~NTIC’s ~~symbol~~significant “accounting policies, including its critical accounting estimates, are summarized in Note 1 to NTIC’s consolidated financial statements.”

~~Dividends~~● Recent Accounting Pronouncements. This section references Notes 2 and 3 to NTIC’s consolidated financial statements, which summarizes the effect of recently issued accounting pronouncements on NTIC’s results of operations and financial condition.

~~During~~Business ~~fiscal 2024, NTIC’s Board of Directors declared cash dividends on the following dates in the following amounts to holders of record of the Company’s common stock as of the following record dates:~~Overview

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
July 17, 2024	$0.07	July 31, 2024	August 14, 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, 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.

~~On October 16, 2024,~~ NTIC’s ~~Board~~ZERUST® ofrust ~~Directors~~and ~~declared~~corrosion ainhibiting ~~cash~~products ~~dividend~~include ofplastic ~~$0.07~~and ~~per~~paper ~~share~~packaging, ofliquids, ~~NTIC’s~~coatings, ~~common~~rust ~~stock~~removers, ~~payable~~cleaners, onand ~~November~~diffusers ~~13,~~as ~~2024~~well toas ~~stockholders~~engineered ofsolutions ~~record~~designed onspecifically ~~October~~for ~~30,~~the ~~2024.~~industries ~~The~~it ~~declaration~~serves. ofNTIC ~~future~~also ~~dividends~~offers isworldwide, ~~not~~on-site, ~~guaranteed~~technical ~~and~~consulting ~~will~~for berust ~~determined~~and bycorrosion ~~NTIC’s~~prevention ~~Board~~issues. ofIn ~~Directors~~North inAmerica, ~~light~~NTIC ofsells ~~conditions~~its ~~then~~ZERUST® ~~existing,~~corrosion ~~including~~prevention ~~NTIC’s~~solutions ~~earnings,~~through ~~financial~~a ~~condition,~~network ~~cash~~of ~~requirements,~~independent ~~restrictions~~distributors inand ~~financing~~agents ~~agreements,~~supported ~~business~~by ~~conditions,~~a ~~and~~direct ~~other~~sales ~~factors~~force.

~~Number of Record Holders~~39

AsInternationally, ofNTIC ~~August~~sells 31its ZERUST® corrosion prevention solutions through its wholly owned subsidiary in China, ~~2024~~NTIC (Shanghai) Co., ~~there~~Ltd. ~~were~~(NTIC ~~156~~China), ~~record~~its ~~holders~~wholly ofowned subsidiary in India, HNTI Limited (Zerust India), its majority-owned joint venture holding company for NTIC’s ~~common~~joint ~~stock~~venture investments in the Association of Southeast Asian Nations (ASEAN) region, NTI Asean LLC (NTI Asean), its majority-owned subsidiary in Brazil, Zerust Prevenção de Corrosão S.A ~~This~~(Zerust ~~does~~Brazil), ~~not~~and ~~include~~certain ~~shares~~majority-owned ~~held~~and wholly owned subsidiaries, and joint venture arrangements in ~~“street~~North ~~name”~~America, orEurope, ~~beneficially~~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).

~~Recent~~One ~~Sales~~of NTIC’s strategic initiatives is to expand into and penetrate other markets for its ZERUST® corrosion prevention technologies. Consequently, 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 ~~Unregistered~~such ~~Equity~~infrastructure, ~~Securities~~and reduce the risk of environmental pollution due to leaks caused by corrosion. During fiscal 2025, NTIC made significant strategic investments in its ZERUST® oil and gas sales infrastructure.

NTIC ~~did~~markets ~~not~~and ~~sell~~sells ~~any~~its ~~shares~~ZERUST® rust and corrosion prevention solutions to customers in the oil and gas industry in a continuously increasing number of ~~its~~countries ~~common~~either ~~stock~~directly, through its subsidiaries, or ~~any~~through its joint venture partners and other ~~equity~~strategic ~~securities~~partners. The sale of ~~NTIC~~ZERUST® ~~that~~corrosion ~~were~~prevention ~~not~~solutions ~~registered~~to ~~under~~customers in the ~~Securities~~oil ~~Act~~and ofgas ~~1933~~industry typically involves long sales cycles, asoften ~~amended~~including multi-year trial periods with each customer and a slow integration process thereafter. In November 2025, Zerust Brazil secured a three-year offshore oil and gas production asset preservation contract with a leading global engineering, procurement, 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 ~~the~~fiscal ~~fourth~~2026 ~~quarter~~and run through calendar 2028 with an estimated total value of ~~fiscal~~approximately ~~2024~~R$70 million (US$13 million). This includes approximately R$40 million (US$7.4 million) in materials and approximately R$30 million (US$5.6 million) in engineering and field services. The amount and timing of revenue anticipated to be generated under this agreement may materially positively affect NTIC’s future quarterly sales and other operating results.

~~Issuer~~Natur-Tec® ~~Purchases~~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 ~~Equity~~applications, ~~Securities~~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. During fourth quarter of fiscal 2025, we entered into a preferred supplier agreement with the nation's leading specialized distributor for a foodservice and industrial packaging company, which we expect to translate into higher Natur-Tec sales growth in fiscal 2026 compared to fiscal 2025.

Internationally, NTIC ~~did~~sells ~~not purchase any shares of~~ its ~~common~~Natur-Tec® ~~stock~~resin orcompounds ~~other~~and ~~equity~~finished ~~securities~~products ofboth ~~NTIC~~directly ~~during~~and ~~the~~through ~~fourth~~its ~~quarter~~wholly ofowned ~~fiscal~~subsidiary ~~2024.~~in AsChina ofand ~~August~~majority-owned ~~31,~~subsidiaries ~~2024, up to $2,640,548~~ in ~~shares~~India ofand ~~NTIC~~Sri ~~common~~Lanka ~~stock~~and ~~remained~~through ~~available~~distributors ~~for~~and ~~repurchase~~certain ~~under~~joint ~~NTIC’s stock repurchase program~~ventures.

~~Item~~NTIC’s 6.Subsidiaries ~~[RESERVED]~~and Joint Venture Network

39NTIC has ownership interests in 12 operating subsidiaries in North America, South America, Europe, and Asia, which are listed in “Part I. Item 1. Business” of this annual report on Form 10-K. The results of these subsidiaries are fully consolidated in NTIC’s consolidated financial statements.

NTIC participates in 15 active joint venture arrangements in North America, Europe, and Asia, which are listed in “Part I. Item 71. ~~MANAGEMENT~~Business” of this annual report on Form 10-K. NTIC has historically funded its investments in joint ventures with cash generated from operations. NTIC’Ss ~~DISCUSSION~~receives ~~AND~~funds ~~ANALYSIS~~from OFits ~~FINANCIAL~~joint ~~CONDITION~~ventures ~~AND~~as ~~RESULTS~~fees OFfor ~~OPERATIONS~~services that NTIC provides to its joint ventures and as dividend distributions. The fees for services provided to joint ventures are determined based on either a flat fee or a percentage of sales depending on local laws and tax regulations. With respect to NTIC’s joint venture in Germany (EXCOR), NTIC recognizes an agreed upon quarterly fee for services. NTIC recognizes equity income from each joint venture based on the overall profitability of the joint venture. Such profitability is subject to variability from quarter to quarter, which, in turn, subjects NTIC’s earnings to variability from quarter to quarter. The profits of each joint venture are shared by the respective joint venture owners in accordance with their respective ownership percentages. NTIC typically directly or indirectly owns 50% or less of each of its joint venture entities and, thus, does not control the decisions of these entities regarding whether to pay dividends and, if paid, what amount is paid in a given year. The payment of a dividend by an entity is determined by a joint vote of the owners and is not at the sole discretion of NTIC. NTIC accounts for the investments and financial results of its joint ventures in its consolidated financial statements utilizing the equity method of accounting. NTIC considers EXCOR to be individually significant to NTIC’s consolidated assets and income as of August 31, 2025 and 2024. Therefore, NTIC provides certain additional information regarding this entity in the notes to NTIC’s consolidated financial statements and in this section of this report.

This Management’s Discussion and Analysis provides material historical and prospective disclosures intended to enable investors and other users to assess NTIC’s financial condition and results of operations. Statements that are not historical are forward-looking and involve risks and uncertainties discussed under the heading “Part I. Item 1. Business—Forward-Looking Statements” and under the heading “Part I. Item 1A. Risk Factors.” 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 “Part II. Item 8. Financial Statements and Supplementary Data.”40

~~This~~Financial ~~Management’s~~Overview ~~Discussion and Analysis is organized in the following major sections:~~

●NTIC’s ~~Business~~management, ~~Overview.~~including ~~This~~its ~~section~~chief ~~provides~~executive aofficer, ~~brief~~who ~~overview~~is ~~description~~NTIC’s ofchief operating decision maker, reports and manages NTIC’s operations in two reportable business segments based on products sold, ~~focusing~~customer inbase, ~~particular~~and ondistribution ~~developments~~center: ~~during~~ZERUST® ~~the~~products ~~most~~and ~~recent~~services ~~fiscal~~and ~~year~~Natur-Tec® products.

●Highlights ~~NTIC’s Subsidiaries and Joint Venture Network. This section provides a brief overview~~ of NTIC’s ~~subsidiaries~~financial ~~and~~results ~~its~~for ~~joint~~fiscal ~~venture~~2025 ~~network,~~include the ~~joint~~following, ~~ventures~~with ~~which~~increases ~~are~~or ~~considered~~decreases ~~individually~~in ~~significant~~each tocase ~~NTIC’s~~as ~~consolidated~~compared ~~assets~~to ~~and~~fiscal ~~income, and how NTIC’s joint ventures are accounted for by NTIC.~~2024:

● ~~Financial~~NTIC’s ~~Overview~~consolidated net sales decreased 1.0% ~~This~~primarily ~~section~~due ~~provides~~to adecreased ~~brief~~sales ~~summary~~and demand for ZERUST® and Natur-Tec® products. 74.2% of NTIC’s ~~financial~~consolidated ~~results~~net sales were derived from sales of ZERUST® products and ~~financial~~services, ~~condition~~which ~~for~~decreased ~~fiscal~~1.0%. ~~2024~~25.8% ~~compared~~of toNTIC’s ~~2023~~consolidated net sales were derived from sales of Natur-Tec® products, which decreased 1.0%.

● ~~Sales~~Cost ~~and~~of ~~Expense~~goods ~~Components.~~sold ~~This~~as ~~section~~a ~~provides~~percentage aof ~~brief~~net ~~description~~sales ofincreased ~~the~~to ~~significant~~62.4% ~~line~~from ~~items~~60.3% inprimarily ~~NTIC’s~~due ~~consolidated~~to ~~statements~~slightly ofhigher ~~operations~~raw material prices and discounts on selling prices.

● ~~Results~~NTIC’s oftotal ~~Operations~~joint venture operations decreased 9.8% ~~This~~to ~~section~~$8,545,207 ~~provides~~compared anto ~~analysis~~$9,475,078 ofduring ~~the~~fiscal ~~significant~~2024 ~~line~~primarily ~~items~~due to decreases in equity in income from joint ventures and fees for services provided to joint ventures, which were driven primarily by decreased sales at most joint ventures. Net sales at NTIC’s joint ventures, which are not consolidated ~~statements~~with ofNTIC’s ~~operations~~net sales, decreased 4.9% to $91,236,272 compared to $95,940,014 during fiscal 2024.

● ~~Liquidity~~NTIC’s ~~and~~total ~~Capital~~operating ~~Resources~~expenses increased 6.4% to $37,651,465 compared to $35,392,957 during fiscal 2024. This ~~section~~increase ~~provides~~was anprimarily ~~analysis~~due ofto ~~NTIC’s~~strategic ~~liquidity~~investments in ZERUST® oil and ~~cash~~gas ~~flows~~marketing and asales ~~discussion~~efforts, ofincluding ~~NTIC’s~~personnel ~~financial~~expenses ~~condition~~and the corresponding benefits, as well as increased travel and ~~financial~~professional ~~commitments~~fees.

● ~~Inflation~~NTIC ~~and~~earned ~~Seasonality.~~net ~~This~~income ~~section~~attributable ~~describes~~to ~~the~~NTIC ~~effects~~ of ~~inflation~~$17,619, ~~and~~or ~~seasonality~~$0.00 per diluted common share, iffor ~~any~~fiscal 2025 compared to $5,409,082, onor ~~NTIC’s~~$0.55 ~~business~~per ~~and~~diluted ~~operating~~common ~~results~~share, for fiscal 2024.

●During ~~Market~~fiscal ~~Risk~~2025, NTIC incurred additional costs related to tariffs and expects such costs to continue in fiscal 2026. ~~This~~Management ~~section~~has ~~describes~~implemented, ~~material~~and ~~market~~expects ~~risks~~to continue to ~~which~~implement, proactive measures to mitigate inflationary and supply chain pressures resulting from tariffs through a combination of supplier diversification, regional sourcing initiatives, cost-reduction programs, and manufacturing optimization. Management continues to monitor global trade developments and evaluate opportunities to further reduce its exposure to tariffs by localizing production and developing alternative sourcing options where practicable. With respect to NTIC China, a majority of its production and sales are for local consumption. Accordingly, management believes that NTIC China’s exposure to tariffs, including those imposed by the United States, is limited. However, given the complex and evolving nature of global trade policy, there can be no assurance that tariffs or other trade restrictions will not adversely affect NTIC’s net sales, gross margins, or operating results in fiscal 2026 or future periods. Tariffs have had a particular impact on NTIC’s Natur-Tec® business, which relies on the global procurement of raw materials and finished goods. These factors may affect production economics, customer pricing, and competitive positioning, particularly in markets where NTIC competes with local producers not subject to comparable tariff exposure.

~~● Related Party Transactions. This section describes any material related party transactions to which NTIC is a party.~~41

●Sales ~~Critical Accounting Policies~~ and ~~Estimates.~~Expense This section discusses NTIC’s critical accounting policies and estimates, which require NTIC to exercise subjective or complex judgments in their application. NTIC’s significant accounting policies, including its critical accounting estimates, are summarized in Note 1 to NTIC’s consolidated financial statements.Components

●The ~~Recent~~following ~~Accounting~~is ~~Pronouncements.~~a ~~This~~description ~~section~~of ~~references Note 2 to NTIC’s consolidated financial statements, which summarizes~~ the ~~effect~~primary ofcomponents ~~recently issued accounting pronouncements on NTIC’s results~~ of ~~operations~~net sales and ~~financial condition.~~expenses:

~~Business~~Net ~~Overview~~Sales. NTIC derives net sales from the sale of its ZERUST® products and services and its Natur-Tec® products. NTIC sells its ZERUST® products and services and its Natur-Tec® products either directly, through its subsidiaries, or via a network of joint ventures, independent distributors, and agents. Net sales, excluding joint ventures, represents net sales by NTIC either directly to end users or to distributors worldwide, but not sales to NTIC’s joint ventures and not sales by NTIC’s joint ventures. NTIC recognizes revenue from the sale of its products primarily upon shipment of the products.

~~NTIC~~Cost ~~develops~~of ~~and~~Goods ~~markets~~Sold. ~~proprietary,~~Most ~~environmentally~~of ~~beneficial~~NTIC’s products ~~and~~are ~~services~~manufactured inby ~~over~~third 65parties, ~~countries~~and ~~either~~its ~~directly~~cost orof ~~via~~goods asold ~~network~~for ofthose ~~subsidiaries,~~products ~~joint~~consists ~~ventures,~~primarily ~~independent~~of ~~distributors,~~the ~~and~~price ~~agents. NTIC’s~~invoiced ~~primary~~by ~~business~~its isthird-party ~~corrosion~~vendors. ~~prevention~~For ~~marketed~~the ~~mainly~~portion ~~under~~of ~~the~~products ~~ZERUST®~~that ~~brand.~~ NTIC ~~has~~manufactures, ~~been~~NTIC’s ~~selling~~cost ~~its~~of ~~proprietary~~goods ~~ZERUST®~~sold for those products ~~and~~consists ~~services~~primarily toof ~~the~~direct ~~automotive~~labor, ~~electronics,~~allocated ~~electrical,~~manufacturing ~~mechanical~~overhead, ~~military~~raw materials, and ~~retail~~components. ~~consumer~~NTIC’s ~~markets~~margins ~~for~~on ~~over~~its 50Natur-Tec® ~~years~~resin compounds and, ~~more~~finished ~~recently,~~products ~~has~~are ~~also~~generally ~~expanded~~smaller ~~into~~than ~~the~~its ~~oil~~margins ~~and~~on ~~gas~~its ~~industry. Additionally,~~ZERUST® ~~NTIC~~products ~~markets~~ and ~~sells~~services, ~~a portfolio of proprietary bio-based~~ and ~~certified~~NTIC’s ~~compostable~~margins ~~(fully~~on ~~biodegradable)~~its ~~polymer~~ZERUST® ~~resin~~products ~~compounds~~ and ~~finished~~services ~~products~~sold ~~under~~into the ~~Natur-Tec®~~oil ~~brand. These~~and ~~sustainable~~gas ~~packaging~~industry ~~products~~ are ~~intended~~generally togreater ~~reduce~~than ~~NTIC’s~~its ~~customers’~~margins ~~carbon~~on ~~footprint~~its ~~and~~traditional ~~provide~~ZERUST® ~~environmentally~~products ~~sound~~and ~~waste disposal options~~services.

Equity in Income from Joint Ventures. NTIC’s ~~ZERUST®~~equity ~~rust~~in ~~and~~income ~~corrosion~~from ~~inhibiting~~joint ~~products~~ventures ~~include~~consists ~~plastic~~of ~~and~~NTIC’s ~~paper~~share ~~packaging,~~of ~~liquids~~equity in income from each joint venture based on the overall profitability of the joint ventures. Such profitability is subject to variability from quarter to quarter, ~~coatings~~which, ~~rust~~in ~~removers~~turn, ~~cleaners~~subjects NTIC’s earnings to variability from quarter to quarter. Traditionally, ~~and~~a ~~diffusers~~portion asof ~~well~~the asequity ~~engineered~~income ~~solutions~~recorded ~~designed~~in ~~specifically~~a ~~for~~given fiscal year is paid to the ~~oil~~owners ~~and~~of ~~gas~~the ~~industry~~joint venture entity during the following fiscal year through a dividend. ~~NTIC~~The ~~also~~payment ~~offers~~of ~~worldwide,~~a ~~on-site,~~dividend ~~technical~~by ~~consulting~~a ~~for~~joint ~~rust~~venture entity is determined by a vote of the joint venture owners and ~~corrosion~~is ~~prevention~~not ~~issues.~~at Inthe ~~North~~sole ~~America,~~discretion of NTIC. ~~sells~~NTIC typically owns only 50% or less of its ~~ZERUST®~~joint ~~corrosion~~venture ~~prevention~~entities ~~solutions~~and, ~~through~~thus, adoes ~~network~~not control the decisions of ~~independent~~these ~~distributors~~entities regarding whether to pay dividends and, ~~agents~~if ~~supported~~paid, byhow amuch ~~direct~~they ~~sales~~should ~~force~~be in a given year.

40Fees for Services Provided to Joint Ventures. NTIC provides certain services to its joint ventures, including consulting, legal, travel, insurance, technical, and marketing services based on licensing or other agreements with its joint ventures. NTIC receives fees for these services it provides to its joint ventures based primarily on the net sales by NTIC’s joint ventures, the latter of which are not included in NTIC’s net sales reflected on NTIC’s consolidated statements of operations. The fees for services received by NTIC from its joint ventures are generally determined based on either a flat fee or a percentage of net sales by NTIC’s joint ventures depending on local laws and tax regulations. With respect to EXCOR, NTIC receives an agreed upon fixed quarterly fee for such services. Under NTIC’s agreements with its joint ventures in which the fees for services are described, amounts are earned when product is shipped from joint venture facilities, at which point a sale is deemed to have occurred and results in obligation of the joint venture to pay the royalty and recognition of the fee by NTIC.

~~Internationally,~~Selling ~~NTIC sells its ZERUST® corrosion prevention solutions through its wholly-owned subsidiary in China, NTIC (Shanghai) Co~~Expenses., ~~Ltd.~~Selling ~~(NTIC~~expenses ~~China),~~consist ~~its~~primarily ~~wholly-owned~~of ~~subsidiary~~sales incommissions ~~India,~~and ~~HNTI~~support ~~Limited~~costs ~~(Zerust India), its majority-owned joint venture holding company~~ for NTIC’s ~~joint~~direct ~~venture~~sale ~~investments in the Association of Southeast Asian Nations (ASEAN) region, NTI Asean LLC (NTI Asean),~~ and ~~certain~~distribution ~~majority-owned~~system and ~~wholly-owned~~marketing ~~subsidiaries, and joint venture arrangements in North America, Europe, and Asia~~costs. ~~NTIC also sells products directly to its European joint venture partners through its wholly-owned subsidiary in Germany, NTIC Europe GmbH (NTI Europe).~~

~~One~~General ~~of NTIC’s strategic initiatives is to expand into~~ and ~~penetrate~~Administrative ~~other markets for its ZERUST® corrosion prevention technologies~~Expenses. ~~Consequently,~~ ~~for~~General ~~the~~and ~~past~~administrative ~~several~~expenses ~~years,~~consist ~~NTIC~~primarily ~~has~~of ~~focused~~salaries ~~significant sales~~ and ~~marketing~~benefits ~~efforts on the oil~~ and ~~gas~~other ~~industry,~~costs asfor ~~the~~NTIC’s ~~infrastructure that supports that industry is typically constructed using metals that are highly susceptible to corrosion. In fiscal 2024~~executives, ~~sales of ZERUST® corrosion prevention solutions to large customers in the oil and gas industry became more consistent~~accounting, ~~with these customers beginning to re~~stock-~~order~~based ~~products.~~compensation, ~~Sales~~finance, ~~within the U.S. also stabilized~~legal, ~~and~~information ~~key customer relationships have been expanded. The sale of ZERUST® corrosion prevention solutions to customers in the oil and gas industry typically involves long sales cycles~~technology, ~~often including multi-year trial periods with each customer~~ and ahuman ~~slow~~resources ~~integration process thereafter~~functions.

~~With~~Research ~~respect~~and toDevelopment ~~NTIC’s~~Expenses. ~~Natur-Tec®~~Research ~~business,~~and ~~NTIC~~development ~~markets~~expenses ~~its~~include ~~Natur-Tec®~~costs ~~resin~~associated ~~compounds~~with ~~and~~the ~~finished~~design, ~~products~~development, inmarket ~~North~~analysis, ~~America~~lab ~~primarily~~testing, ~~through~~and afield ~~network~~trials ~~of regional~~ and ~~national~~enhancements ~~distributors~~of asNTIC’s ~~well~~products asand ~~independent agents~~services. NTIC ~~continues~~expenses costs related to ~~see~~product ~~significant~~research ~~opportunities~~and ~~for~~development ~~finished~~as ~~bioplastic~~incurred. ~~products~~Research and, ~~therefore,~~development ~~continues~~expenses toreflect ~~strengthen~~the ~~and~~net ~~expand~~amount ~~its~~after ~~North~~being ~~American~~reduced ~~distribution~~by ~~network~~reimbursements ~~for~~related ~~finished~~to ~~Natur-Tec®~~certain ~~bioplastic~~research ~~products.~~and ~~Internationally,~~development ~~NTIC~~contracts. ~~sells~~With ~~its~~respect ~~Natur-Tec®~~to ~~resin~~such ~~compounds~~research and ~~finished~~development ~~products~~contracts, ~~both~~NTIC ~~directly~~accrues ~~and~~proceeds ~~through~~received ~~its~~under ~~wholly-owned~~the ~~subsidiary~~contracts inand ~~China~~offsets research and ~~majority-owned~~development ~~subsidiaries~~expenses incurred in ~~India~~equal ~~and~~installments ~~Sri~~over ~~Lanka~~the ~~and~~timelines ~~through~~associated ~~distributors~~with ~~and~~completion ~~certain~~of ~~joint~~the ~~ventures~~contracts’ specific objectives and milestones.

~~NTIC’s~~Interest ~~Subsidiaries~~Income. Interest income consists of interest earned on investments, which typically consist of investment-grade, interest-bearing securities and ~~Joint~~money ~~Venture~~market ~~Network~~accounts.

NTIC has ownership interests in 11 operating subsidiaries in North America, South America, Europe, and Asia, which are listed in “Part I. Item 1. Business” of this annual report on Form 10-K. The results of these subsidiaries are fully consolidated in NTIC’s consolidated financial statements.42

~~NTIC~~Interest ~~participates in 15 active joint venture arrangements in North America, Europe, and Asia, which are listed in “Part I~~Expense. ~~Item~~Interest 1.expense ~~Business”~~results ofprimarily ~~this~~from ~~annual~~interest ~~report~~associated ~~on Form 10-K. NTIC has historically funded its investments in joint ventures~~ with ~~cash~~any ~~generated~~borrowings ~~from~~under ~~operations.~~ NTIC’s ~~receives~~line funds from its joint ventures as fees for services that NTIC provides to its joint ventures and as dividend distributions. The fees for services provided to joint ventures are determined based on either a flat fee or a percentage of ~~sales~~credit depending on local laws and tax regulations. With respect to NTIC’s joint venture in Germany (EXCOR), NTIC recognizes an agreed upon quarterly fee for services. NTIC recognizes equity income from each joint venture based on the overall profitability of the joint venture. Such profitability is subject to variability from quarter to quarter, which, in turn, subjects NTIC’s earnings to variability from quarter to quarter. The profits of each joint venture are shared by the respective joint venture owners in accordance with ~~their~~JPMorgan ~~respective~~Chase ~~ownership percentages. NTIC typically directly or indirectly owns 50% or less of each of its joint venture entities and~~Bank, ~~thus, does not control the decisions of these entities regarding whether to pay dividends and, if paid, what amount is paid in a given year~~N. ~~The payment of a dividend by an entity is determined by a joint vote of the owners and is not at the sole discretion of NTIC~~A. ~~NTIC accounts for the investments~~ and ~~financial results of its joint ventures in its consolidated financial statements utilizing the equity method of accounting.~~ NTIC ~~considers EXCOR to be individually significant to NTIC~~China’s ~~consolidated~~terms ~~assets~~loans ~~and~~with ~~income~~China asConstruction ofBank ~~August 31, 2024 and 2023~~Corporation. ~~Therefore, NTIC provides certain additional information regarding this entity in the notes to NTIC’s consolidated financial statements and in this section of this report.~~

~~Financial~~Other ~~Overview~~Income. Other income for fiscal 2025 consists of $1,139,756 in cash received during fiscal 2025 as a result of employee retention credits received under the Coronavirus Aid, Relief, and Economic Security Act. See Note 1 to NTIC’s consolidated financial statements.

~~NTIC’s~~Other ~~management,~~Expense. ~~including~~Other ~~its~~expense ~~chief~~for ~~executive~~fiscal ~~officer,~~2025 ~~who~~consists isof ~~NTIC’s~~an ~~chief~~accrual ~~operating~~of ~~decision maker~~$386,785 ~~reports~~for ~~and~~an ~~manages~~assessed ~~NTIC’s~~repayment ~~operations~~obligation inof ~~two~~NTIC ~~reportable~~China ~~business~~to ~~segments~~Ningbo ~~based on products sold~~Customs, ~~customer~~the ~~base,~~customs ~~and~~authority ~~distribution~~at ~~center:~~the ~~ZERUST®~~Ningbo ~~products~~Port ~~and~~in ~~services~~China, ~~and~~for misclassified Natur-Tec® products. See Note 16 to NTIC’s consolidated financial statements.

41Income Tax Expense. Income tax expense includes federal income taxes, foreign withholding taxes, income tax of consolidated entities in foreign jurisdictions, state income tax, and changes to NTIC’s deferred tax valuation allowance. NTIC utilizes the asset and liability method of accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. NTIC records a tax valuation allowance when it is more likely than not that some portion or all of its deferred tax assets will not be realized. NTIC makes this determination based on all available evidence, including historical data and projections of future results. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

~~Highlights~~Net ofIncome ~~NTIC’s~~Attributable ~~financial~~to ~~results~~Non-Controlling ~~for~~Interests. ~~fiscal~~Net ~~2024~~income ~~include~~attributable to non-controlling interests represents the ~~following,~~portion ~~with~~of ~~increases~~net income (or ~~decreases~~loss) in ~~each~~consolidated ~~case~~subsidiaries asthat ~~compared~~is allocated to ~~fiscal~~shareholders ~~2023:~~outside of NTIC. These non-controlling shareholders hold ownership stakes in certain subsidiaries but do not control these entities. In instances where NTIC owns less than 100% of a subsidiary, the share of that subsidiary’s income attributable to non-controlling shareholders is excluded from NTIC’s net income and reported separately in NTIC’s financial statements.

●Results ~~NTIC’s consolidated net sales increased 6.5% primarily due to increased sales and demand for Natur-Tec® and, to a lesser extent, ZERUST® products. 74.2%~~ of NTIC’s consolidated net sales were derived from sales of ZERUST® products and services, which increased 2.2%, and 25.8% of NTIC’s consolidated net sales were derived from sales of Natur-Tec® products, which increased 20.9%.Operations

●Fiscal ~~Cost~~Year of2025 ~~goods~~Compared ~~sold as a percentage of net sales decreased~~ to ~~60.3%~~Fiscal ~~from~~Year ~~65.2% primarily as a result of lower raw material prices overall and savings associated with the insourcing of various finished goods production.~~2024

●The ~~NTIC’s~~following ~~contribution~~table ~~from~~sets ~~total~~forth ~~joint venture operations decreased 18.6% to $9,475,078 compared to $11,641,904 during fiscal 2023 primarily due to a one-time gain on the liquidation of a previously written-off investment in~~ NTIC’s ~~former~~results ~~joint venture in China, Tianjin Zerust~~ of ~~$1,986,027~~operations infor fiscal ~~2023.~~2025 ~~Net~~and ~~sales at NTIC’s joint ventures, which are not consolidated with NTIC’s net sales, decreased 4.7% to $95,940,014 compared to $100,682,316 during~~ fiscal ~~2023~~2024.

● NTIC’s total operating expenses increased 5.9% to $35,392,957 compared to $33,425,089 during fiscal 2023. This increase was primarily due to increased personnel expenses, including new hires, benefits and travel.

	Fiscal 2025		% of Net Sales			Fiscal 2024		% of Net Sales			$ Change			% Change
Net sales	$	84,234,474		N/A		$	85,059,517		N/A		$	(825,043	)		(1.0	)%
Cost of goods sold		52,557,919		62.4	%		51,273,155		60.3	%		1,284,764			2.5	%
Equity in income from joint ventures		3,539,056		N/A			4,223,296		N/A			(684,240	)		(16.2	)%
Fees for services provided to joint ventures		5,006,151		N/A			5,251,782		N/A			(245,631	)		(4.7	)%
Selling expenses		17,820,196		21.2	%		16,413,672		19.3	%		1,406,524			8.6	%
General and administrative expenses		14,792,988		17.6	%		14,176,494		16.7	%		616,494			4.3	%
Research and development expenses		5,038,281		6.0	%		4,802,791		5.6	%		235,490			4.9	%

●Net Sales. NTIC’s ~~incurred~~consolidated net ~~income~~sales ~~attributable~~decreased 1.0% to ~~NTIC of~~ $584,~~409~~234,~~082,~~474 orduring ~~$0.55~~fiscal ~~per~~2025 ~~diluted common share,~~ compared to $285,~~912~~059,~~276,~~517 orduring $0fiscal 2024.30 ~~per~~This ~~diluted~~decrease ~~common~~was ~~share,~~primarily due to decreased sales and demand for ~~fiscal~~ZERUST® ~~2024~~and Natur-Tec® products.

~~Sales~~The following table sets forth NTIC’s net sales by product segment for fiscal 2025 and ~~Expense~~fiscal ~~Components~~2024:

The following is a description of the primary components of net sales and expenses:

	Fiscal 2025		Fiscal 2024		$ Change			% Change
Total ZERUST® sales	$	62,488,397	$	63,092,575	$	(604,178	)		(1.0	)%
Total Natur-Tec® sales		21,746,077		21,966,942		(220,865	)		(1.0	)%
Total net sales	$	84,234,474	$	85,059,517	$	(825,043	)		(1.0	)%

Net Sales. NTIC derives net sales from the sale of its ZERUST® products and services and its Natur-Tec® products. NTIC sells its ZERUST® products and services and its Natur-Tec® products either directly, through its subsidiaries, or via a network of joint ventures, independent distributors, and agents. Net sales, excluding joint ventures represents net sales by NTIC either directly to end users or to distributors worldwide, but not sales to NTIC’s joint ventures and not sales by NTIC’s joint ventures. NTIC recognizes revenue from the sale of its products primarily upon shipment of the products.43

~~Cost~~During offiscal ~~Goods~~2025, ~~Sold~~74.2% ~~Most~~ of NTIC’s ~~products~~consolidated ~~are~~net ~~manufactured~~sales bywere ~~third~~derived ~~parties,~~from ~~and~~sales ~~its cost~~ of ~~goods~~ZERUST® ~~sold for those~~ products ~~consists~~and ~~primarily~~services, ofwhich ~~the~~decreased ~~price invoiced by its third-party vendors~~1.0% ~~For~~to ~~the portion of products that NTIC manufactures~~$62, ~~NTIC’s cost of goods sold for those products consists primarily of direct labor~~488,397 ~~allocated~~compared ~~manufacturing~~to ~~overhead~~$63, ~~raw materials~~092,575 ~~and~~during ~~components~~fiscal 2024. ~~NTIC’s~~This ~~margins~~decrease onwas ~~its~~primarily ~~Natur-Tec®~~due ~~resin~~to ~~compounds~~decreased ~~and~~demand ~~finished~~for ~~products are generally smaller than its margins on its~~ ZERUST® ~~products~~oil and ~~services,~~gas ~~and NTIC’s margins on its ZERUST®~~ products and ~~services~~was ~~sold~~partially ~~into~~offset ~~the~~by ~~oil~~increased ~~and~~demand ~~gas~~for ~~industry are generally greater than its margins on its traditional~~ ZERUST® ~~products~~industrial ~~and services~~products.

~~Equity~~The infollowing ~~Income~~table ~~from~~sets ~~Joint~~forth ~~Ventures.~~ NTIC’s ~~equity~~net insales ~~income from joint ventures consists~~ of ~~NTIC’s~~ZERUST® ~~share~~products offor equity in income from each joint venture based on the overall profitability of the joint ventures. Such profitability is subject to variability from quarter to quarter, which, in turn, subjects NTIC’s earnings to variability from quarter to quarter. Traditionally, a portion of the equity income recorded in a given fiscal ~~year~~2025 isand ~~paid to the owners of the joint venture entity during the following~~ fiscal year through a dividend. The payment of a dividend by a joint venture entity is determined by a vote of the joint venture owners and is not at the sole discretion of NTIC. NTIC typically owns only 50% or less of its joint venture entities and, thus, does not control the decisions of these entities regarding whether to pay dividends and, if paid, how much they should be in a given year.2024:

Fees for Services Provided to Joint Ventures. NTIC provides certain services to its joint ventures, including consulting, legal, travel, insurance, technical, and marketing services based on licensing or other agreements with its joint ventures. NTIC receives fees for these services it provides to its joint ventures based primarily on the net sales by NTIC’s joint ventures, the latter of which are not included in NTIC’s net sales reflected on NTIC’s consolidated statements of operations. The fees for services received by NTIC from its joint ventures are generally determined based on either a flat fee or a percentage of net sales by NTIC’s joint ventures depending on local laws and tax regulations. With respect to EXCOR, NTIC receives an agreed upon fixed quarterly fee for such services. Under NTIC’s agreements with its joint ventures in which the fees for services are described, amounts are earned when product is shipped from joint venture facilities, at which point a sale is deemed to have occurred and results in obligation of the joint venture to pay the royalty and recognition of the fee by NTIC.

	Fiscal 2025		Fiscal 2024		$ Change			% Change
ZERUST® industrial net sales	$	55,170,693	$	53,863,296	$	1,307,397			2.4	%
ZERUST® oil & gas net sales		7,317,704		9,229,279		(1,911,575	)		(20.7	)%
Total ZERUST® net sales	$	62,488,397	$	63,092,575	$	(604,178	)		(1.0	)%

42ZERUST® industrial net sales increased 2.4% during fiscal 2025 compared to fiscal 2024 primarily due to increased demand for North American ZERUST® industrial products. Overall, demand for ZERUST® products and services depends heavily on the overall health of the markets in which NTIC sells its products, including the automotive, construction, agriculture, and mining markets in particular.

~~Selling~~ZERUST® ~~Expenses~~oil and gas net sales decreased 20.7% ~~Selling~~during ~~expenses~~fiscal ~~consist~~2025 compared to fiscal 2024 primarily ofdue to decreased demand. NTIC anticipates that its sales ~~commissions~~of ZERUST® products and ~~support~~services ~~costs~~into the oil and gas 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 depends primarily on market acceptance and the reach of NTIC’s ~~direct~~distribution ~~sale~~network. Because of the typical size of individual orders and ~~distribution~~overall ~~system~~size of NTIC’s net sales derived from sales of oil and ~~marketing~~gas ~~costs~~products, the timing of one or more orders can materially affect NTIC’s quarterly sales compared to prior fiscal year quarters. For example, in November 2025, Zerust Brazil secured a three-year offshore oil and gas production asset preservation contract with a leading global engineering, procurement, 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$70 million (US$13 million). This includes approximately R$40 million (US$7.4 million) in materials and approximately R$30 million (US$5.6 million) in engineering and field services. The amount and timing of revenue anticipated to be generated under this agreement may materially positively affect NTIC’s future quarterly sales and other operating results.

~~General~~During each of fiscal 2025 and ~~Administrative~~fiscal ~~Expenses~~2024, 25.8% ~~General~~of ~~and~~NTIC’s ~~administrative~~consolidated ~~expenses~~net ~~consist~~sales ~~primarily~~were derived from sales of ~~salaries~~Natur-Tec® ~~and~~products. ~~benefits~~Sales ~~and~~of ~~other~~Natur-Tec® ~~costs~~products decreased 1.0% to $21,746,077 during fiscal 2025 compared to $21,966,942 during fiscal 2024 primarily due to reduced pricing to major customers during fiscal 2025. The market for ~~NTIC’s~~biodegradable ~~executives~~plastics is expanding worldwide, ~~accounting~~driven by increasing environmental awareness, ~~stock~~regulatory support for sustainable materials, and growing demand for eco-~~based~~friendly ~~compensation~~alternatives. As consumers and industries seek to reduce plastic waste, ~~finance~~biodegradable plastics offer a viable solution, ~~legal~~particularly in sectors like packaging, ~~information~~agriculture, and consumer goods. This trend is further supported by government policies promoting sustainable practices and by advances in biodegradable technology, ~~and~~which ~~human~~make ~~resources~~these ~~functions~~materials more accessible and cost-effective.

~~Research~~Cost ~~and~~of ~~Development~~Goods ~~Expenses~~Sold. ~~Research~~Cost ~~and development expenses include costs associated with the design, development, market analysis, lab testing, and field trials and enhancements~~ of ~~NTIC’s~~goods ~~products~~sold ~~and~~increased ~~services~~2.5% ~~NTIC~~in ~~expenses~~fiscal ~~all~~2025 ~~costs~~compared ~~related~~ to ~~product~~fiscal ~~research~~2024 ~~and~~primarily ~~development~~due asto ~~incurred.~~slightly ~~Research~~higher ~~and~~raw ~~development~~material ~~expenses~~prices ~~reflect~~and ~~the net amount after being~~ reduced bypricing ~~reimbursements related~~ to ~~certain~~major ~~research~~customers ~~and~~during ~~development~~fiscal ~~contracts.~~2025 ~~With~~for ~~respect~~Natur-Tec® toproducts. ~~such~~Cost ~~research~~of ~~and~~goods ~~development~~sold ~~contracts,~~as ~~NTIC~~a ~~accrues~~percentage ~~proceeds~~of ~~received~~net ~~under~~sales ~~the~~increased ~~contracts~~to ~~and~~62.4% ~~offsets~~during ~~research~~fiscal ~~and~~2025 ~~development~~compared ~~expenses~~to ~~incurred~~60.3% induring ~~equal~~fiscal ~~installments~~2024 ~~over~~primarily ~~the~~due ~~timelines~~to ~~associated with completion of~~ the ~~contracts’~~factors ~~specific~~noted ~~objectives and milestones~~above.

~~Interest~~Equity in Income from Joint Ventures. ~~Interest~~NTIC’s equity in income ~~consists~~from ofjoint ~~interest~~ventures ~~earned~~decreased 16.2% to $3,539,056 during fiscal 2025 compared to $4,223,296 during fiscal 2024 primarily due to a decrease in net income at NTIC’s joint venture in Germany, EXCOR. NTIC’s equity in income from joint ventures fluctuates based on ~~investments~~net sales and profitability of the joint ventures during the respective periods. Of the total equity in income from joint ventures, ~~which~~NTIC ~~typically~~had ~~consist~~equity in income from joint ventures of ~~investment-grade~~$1,664,532 ~~interest-bearing~~attributable ~~securities~~to ~~and~~EXCOR ~~money~~during ~~market~~fiscal ~~accounts~~2025 compared to $2,299,274 in fiscal 2024. This decrease was due to a decrease in net sales by EXCOR during fiscal 2025 compared to fiscal 2024. NTIC had equity in income of all other joint ventures of $1,874,524 during fiscal 2025.

~~Interest~~Fees ~~Expense~~for Services Provided to Joint Ventures. ~~Interest~~NTIC ~~expense~~recognized ~~results~~fee ~~primarily~~income ~~from~~for ~~interest~~services ~~associated~~provided ~~with~~to ~~any~~joint ~~borrowings~~ventures ~~under~~of $5,006,151 during fiscal 2025 compared to $5,251,782 during fiscal 2024, representing a decrease of 4.7%. Fee income for services provided to joint ventures is traditionally a function of the sales made by NTIC’s ~~line~~joint ofventures; ~~credit~~however, at various joint ventures, the fee income for services is a fixed amount that does not fluctuate with ~~JPMorgan~~the ~~Chase~~change ~~Bank~~in sales experienced by certain joint ventures, Nspecifically EXCOR.A Net sales at the joint ventures decreased 4.9% ~~and~~to $91,236,272 during fiscal 2025 compared to $95,940,014 during fiscal 2024. This decrease was primarily due to decreased demand at NTIC’s ~~China~~joint venture in Germany. Net sales of NTIC’s ~~terms~~joint ~~loans~~ventures ~~with~~are ~~China~~not ~~Construction~~included ~~Bank~~in ~~Corporation~~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 $846,281 were attributable to EXCOR during fiscal 2025 compared to $828,932 attributable to EXCOR during fiscal 2024.

Income Tax Expense. Income tax expense includes federal income taxes, foreign withholding taxes, income tax of consolidated entities in foreign jurisdictions, state income tax, and changes to NTIC’s deferred tax valuation allowance. NTIC utilizes the asset and liability method of accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. NTIC records a tax valuation allowance when it is more likely than not that some portion or all of its deferred tax assets will not be realized. NTIC makes this determination based on all available evidence, including historical data and projections of future results. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.44

~~Net~~Selling ~~Income~~Expenses. ~~Attributable~~NTIC’s toselling ~~Non-Controlling~~expenses ~~Interests~~increased 8.6% ~~Net~~in ~~income~~fiscal ~~attributable~~2025 compared to ~~non-controlling~~fiscal ~~interests~~2024 ~~represents~~primarily ~~the~~due ~~portion~~to ofincreased ~~net~~personnel ~~income~~expense ~~(or loss)~~ in ~~consolidated~~fiscal ~~subsidiaries~~2025 ~~that~~as isa ~~allocated~~result ~~to shareholders outside~~ of ~~NTIC.~~an ~~These~~expansion ~~non-controlling shareholders hold ownership stakes~~ in ~~certain~~the ~~subsidiaries~~ZERUST® ~~but~~oil doand ~~not~~gas ~~control~~sales ~~these entities~~team. InAs ~~instances~~a ~~where~~percentage ~~NTIC owns less than 100%~~ of anet ~~subsidiary~~sales, ~~the~~selling ~~share~~expenses ofincreased ~~that~~to ~~subsidiary’s~~21.2% ~~income~~for ~~attributable~~fiscal to2025 ~~non-controlling~~compared ~~shareholders~~to is19.3% ~~excluded~~in ~~from~~fiscal ~~NTIC’s~~2024 ~~net~~primarily ~~income~~due ~~and~~to ~~reported~~increased ~~separately~~selling inexpenses ~~NTIC’s~~and ~~financial~~decreased ~~statements~~net sales.

~~Results~~General and Administrative Expenses. NTIC’s general and administrative expenses increased 4.3% in fiscal 2025 compared to fiscal 2024 primarily due to increased professional services and travel and personnel expenses, which relate in part to increased information technology infrastructure, during fiscal 2025 compared to fiscal 2024. As a percentage of ~~Operations~~net sales, general and administrative expenses increased to 17.6% for fiscal 2025 from 16.7% for fiscal 2024 primarily due to increased general and administrative expenses and decreased net sales.

~~Fiscal~~Research ~~Year~~and Development Expenses. NTIC’s research and development expenses increased 4.9% in fiscal 2025 compared to fiscal 2024 ~~Compared~~primarily due to ~~Fiscal~~continued ~~Year~~investment ~~2023~~in new product development.

~~The~~Interest ~~following~~Income. ~~table~~NTIC’s ~~sets~~interest ~~forth~~income increased to $308,053 in fiscal 2025 compared to $118,827 in fiscal 2024 primarily due to $181,529 in interest income earned on a delayed IRS payment related to Employee Retention Credit (ERC) claims recognized in the second quarter of fiscal 2025, as described in Note 1 to NTIC’s ~~results~~consolidated offinancial ~~operations~~statements, ~~for~~and ~~fiscal~~changes ~~2024~~in the invested cash balances and ~~fiscal~~rate ~~2023~~of return at various subsidiaries.

	Fiscal 2024		% of Net Sales			Fiscal 2023		% of Net Sales			$ Change			% Change
Net sales	$	85,059,517		N/A		$	79,902,952		N/A		$	5,156,565			6.5	%
Cost of goods sold		51,273,155		60.3	%		52,099,121		65.2	%		(825,965	)		(1.6	)%
Equity in income from joint ventures		4,223,296		N/A			6,452,719		N/A			(2,229,423	)		(34.6	)%
Fees for services provided to joint ventures		5,251,782		N/A			5,189,185		N/A			62,597			1.2	%
Selling expenses		16,413,672		19.3	%		15,290,897		19.1	%		1,122,775			7.3	%
General and administrative expenses		14,176,494		16.7	%		13,166,270		16.5	%		1,010,224			7.7	%
Research and development expenses		4,802,791		5.6	%		4,967,922		6.2	%		(165,131	)		(3.3	)%

Interest Expense. NTIC’s interest expense increased to $599,927 in fiscal 2025 compared to $340,129 in fiscal 2024 primarily due to increased average outstanding borrowings during fiscal 2025.

43Other Income. In February 2025, NTIC recognized $1,139,756 in other income during due to the receipt of an ERC payment. No other income was recognized during fiscal 2024. The ERC income was recognized upon receipt of a cash payment in accordance with applicable accounting guidance and was claimed under the suspension test criteria, as described in Note 1 to NTIC’s consolidated financial statements. The ERC payment is a one-time event and does not represent recurring operational revenue.

~~Net~~Other ~~Sales~~Expense. ~~NTIC’s~~In ~~consolidated~~June ~~net~~2025, ~~sales~~NTIC ~~increased~~China ~~6.5%~~was tonotified ~~$85~~by Ningbo Customs,~~059,517~~ ~~during~~the ~~fiscal~~customs ~~2024~~authority ~~compared~~at tothe ~~$79~~Ningbo Port in China,~~902,952~~ ~~during~~that ~~fiscal~~certain ~~2023~~Natur-Tec® masterbatch resin products had been historically misclassified for export value-added tax rebate purposes. ~~This~~Ningbo ~~increase~~Customs ~~was~~reclassified ~~primarily~~the ~~due~~products to ~~increased~~a ~~sales~~code ~~and~~that ~~demand~~does not qualify for ~~Natur~~a value-~~Tec®~~added tax rebate, resulting in repayment obligations and penalties totaling approximately $386,785. NTIC recorded the full amount within Other Expense in fiscal 2025 and is evaluating potential avenues to negotiate a ~~lesser~~reduction ~~extent~~in penalties; however, ~~ZERUST®~~no ~~products~~such reductions have been agreed upon as of the issuance date of the consolidated financial statements included in this Annual Report on Form 10-K. See Note 16 to NTIC’s consolidated financial statements.

~~The~~Income ~~following~~Before ~~table~~Income ~~sets~~Tax ~~forth~~Expense. NTIC’s ~~net~~had ~~sales~~income bybefore ~~product~~income ~~segment~~tax expense of $3,031,395 for fiscal ~~2024~~2025 ~~and~~compared to income before income tax expense of $7,647,181 for fiscal ~~2023:~~2024.

	Fiscal 2024		Fiscal 2023		$ Change		% Change
Total ZERUST® sales	$	63,092,575	$	61,728,364	$	1,364,211		2.2	%
Total Natur-Tec® sales		21,966,942		18,174,588		3,792,354		20.9	%
Total net sales	$	85,059,517	$	79,902,952	$	5,156,565		6.5	%

Income Tax Expense. Income tax expense was $2,045,002 during fiscal 2025 compared to $1,325,797 during fiscal 2024 for an effective tax rate of 67.5% and 17.3% during fiscal 2025 and 2024, respectively. The change primarily reflects increased income tax expense at NTIC’s foreign subsidiaries. The increase in the effective tax rate is primarily due to the aforementioned increase in income tax expense as compared to reduced consolidated pre-tax book income. As a result, NTIC’s effective tax rate was unusually high and volatile for fiscal 2025. Management expects NTIC’s effective tax rate to normalize in future periods when additional profits are recognized in NTIC’s North American operations.

~~During~~NTIC ~~fiscal~~considers ~~2024,~~the ~~74.2%~~earnings of certain foreign joint ventures to be indefinitely invested outside the United States on the basis of estimates that NTIC’s ~~consolidated~~future ~~net~~domestic ~~sales~~cash ~~were~~generation ~~derived~~will ~~from~~be ~~sales~~sufficient ofto ~~ZERUST®~~meet ~~products~~future ~~and~~domestic ~~services,~~cash ~~which~~needs. ~~increased~~As 2a result, U.2%S. toincome and foreign withholding taxes have not been recognized on the cumulative undistributed earnings of $6327,~~092~~667,~~575~~432 ~~compared~~and to $6123,~~728~~645,~~364~~685 ~~during~~as ~~fiscal~~of ~~2023.~~August ~~This~~31, ~~increase~~2025 ~~was~~and ~~primarily~~August a31, ~~result~~2024, ofrespectively. ~~increased~~To ~~demand~~the inextent ~~North~~undistributed ~~America~~earnings ~~for~~of ~~ZERUST®~~NTIC’s ~~oil~~joint ~~and~~ventures ~~gas~~are ~~products~~distributed in the future, ~~partially~~they ~~offset~~are bynot aexpected ~~slight~~to ~~decrease~~result in ~~demand~~any ~~for~~material ~~ZERUST®~~additional ~~industrial~~income ~~products~~tax liability after the application of foreign tax credits.

~~The following table sets forth NTIC’s net sales of ZERUST® products for fiscal 2024 and fiscal 2023:~~45

	Fiscal 2024		Fiscal 2023		$ Change			% Change
ZERUST® industrial net sales	$	53,863,296	$	53,926,378	$	(63,082	)		(0.1	)%
ZERUST® oil & gas net sales		9,229,279		7,801,986		1,427,293			18.3	%
Total ZERUST® net sales	$	63,092,575	$	61,728,364	$	1,364,211			2.2	%

Net Income Attributable to NTIC. Net income attributable to NTIC decreased to $17,619, or $0.00 per diluted common share, for fiscal 2025 compared to $5,409,082, or $0.55 per diluted common share, for fiscal 2024. This decrease was primarily due to increases in operating expenses, decreases in gross margin and income from our joint venture operations and the other expense incurred as a result of the Customs issue in China discussed above. This decrease in net income attributable to NTIC was partially offset by the one-time ERC payment received during fiscal 2025.

~~ZERUST®~~NTIC ~~industrial~~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 ~~sales~~income ~~decreased~~will ~~during~~continue ~~fiscal~~to ~~2024~~remain ~~compared~~subject to ~~fiscal~~significant ~~2023~~volatility primarily due to ~~decreased~~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 ~~increased~~Translations 18Adjustment.3% ~~during~~The ~~fiscal~~changes ~~2024~~in ~~compared~~the toforeign ~~fiscal~~currency ~~2023~~translations ~~primarily~~adjustment were due to ~~increased~~the ~~demand.~~fluctuation ~~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~~fiscal ~~network.~~2025 Because of the typical size of individual orders and overall size of NTIC’s net sales derived from sales of oil and gas products, the timing of one or more orders can materially affect NTIC’s quarterly sales compared to ~~prior~~ fiscal ~~year quarters~~2024.

~~During~~Liquidity fiscal 2024, 25.8% of NTIC’s consolidated net sales were derived from sales of Natur-Tec® products, compared to 22.7% during fiscal 2023. Sales of Natur-Tec® products increased 20.9% to $21,966,942 during fiscal 2024 compared to $18,174,588 during fiscal 2023 due to increased global demand. The market for biodegradable plastics is expanding worldwide, driven by increasing environmental awareness, regulatory support for sustainable materials, and ~~growing~~Capital 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.Resources

~~Cost~~Sources of ~~Goods~~Cash ~~Sold. Cost of goods sold decreased 1.6% in fiscal 2024 compared to fiscal 2023 primarily as a result of lower raw material prices overall~~ and ~~the~~Working effect of cost containment measures. Cost of goods sold as a percentage of net sales decreased to 60.3% during fiscal 2024 compared to 65.2% during fiscal 2023 due primarily to the lower raw material prices and the insourcing of various finished goods production. NTIC has taken certain actions to address inflationary pressures and pass on related cost increases to its customers and some improvements from these actions, as well as some improvements in gross margin, were realized during fiscal 2024.Capital

44NTIC’s working capital, defined as current assets less current liabilities, was $20,438,722 as of August 31, 2025, including $7,250,523 in cash and cash equivalents, $9,329,021 outstanding under NTIC’s line of credit, $2,804,695 outstanding under NTIC China’s term loans and $522,545 outstanding under Natur-Tec India’s term loan, compared to $23,682,276 as of August 31, 2024, including $4,952,184 in cash and cash equivalents, $4,291,608 outstanding under NTIC’s line of credit and $2,820,835 outstanding under NTIC China’s term loans. Reducing debt through positive operating cash flow and improving working capital efficiencies will be a strategic focus for fiscal 2026.

~~Equity~~NTIC inbelieves ~~Income~~that ~~from~~a ~~Joint~~combination ~~Ventures. NTIC’s~~of ~~equity~~its inexisting ~~income~~cash ~~from~~and ~~joint~~cash ~~ventures~~equivalents, ~~decreased~~available ~~34.6%~~for tosale $4securities,~~223,296~~ ~~during~~forecasted ~~fiscal~~cash ~~2024~~flows ~~compared~~from tofuture $6operations,~~452,719~~ ~~during~~anticipated ~~fiscal~~distributions ~~2023~~of ~~primarily due to a $1~~earnings,~~986,027~~ ~~one-time~~anticipated ~~gain~~fees onto ~~the~~NTIC ~~liquidation~~for ofservices aprovided ~~previously~~to ~~written-off~~its ~~investment in NTIC’s former~~ joint ~~venture in China~~ventures, ~~Tianjin~~and ~~Zerust~~funds inavailable ~~fiscal~~through ~~2023,~~existing asor ~~well~~anticipated asfinancing aarrangements ~~decrease~~will inbe ~~net~~adequate ~~income~~to atfund ~~NTIC’s~~its ~~joint~~existing ~~venture~~operations, ininvestments ~~Germany. NTIC’s equity~~ in ~~income~~new ~~from~~or existing joint ventures ~~fluctuates~~or ~~based~~subsidiaries, oncapital ~~net~~expenditures, ~~sales~~debt ~~and~~repayments, ~~profitability~~cash ofdividends, ~~the~~and ~~joint~~any ~~ventures~~stock ~~during~~repurchases ~~the~~for ~~respective~~at ~~periods.~~least Of the ~~total~~next ~~equity~~12 inmonths. ~~income~~In ~~from~~fiscal ~~joint ventures~~2026, NTIC ~~had~~expects ~~equity in income from joint ventures of $2,299,274 attributable~~ to ~~EXCOR~~continue ~~during fiscal 2024 compared~~ to ~~$2,852,229~~invest inthrough ~~fiscal~~its ~~2023. This~~use ~~decrease~~of ~~was~~working ~~due~~capital ~~to a decrease~~ in ~~net~~Zerust ~~sales~~India, byNTIC ~~EXCOR~~China, ~~compared~~NTI toEurope, ~~the~~its ~~prior~~joint ~~fiscal year~~ventures, ~~primarily~~research ~~due~~and todevelopment, ~~softer~~marketing ~~demand~~efforts, ~~within~~resources for the ~~region~~application ~~related~~of toits ~~higher~~corrosion ~~energy~~prevention ~~prices,~~technology ~~declines~~ in the ~~German~~oil ~~automotive production~~ and ~~other~~gas ~~regional~~industry, ~~economic~~and ~~pressures.~~its ~~NTIC~~Natur-Tec® ~~had~~bio-plastics ~~equity~~business, inalthough ~~income~~the amounts of ~~all~~these ~~other~~various ~~joint~~investments ~~ventures~~are ofnot ~~$1,924,021~~known ~~during~~at ~~fiscal~~this ~~2024~~time.

~~Fees for Services Provided to Joint Ventures.~~ NTIC ~~recognized~~also ~~fee~~expects ~~income for services provided~~ to ~~joint~~use ~~ventures~~some of ~~$5,251,782~~its ~~during~~capital ~~fiscal~~resources ~~2024 compared~~ to ~~$5,189,185~~acquire ~~during~~the ~~fiscal~~remaining ~~2023,~~ownership ~~representing~~interests ~~an increase~~ of ~~1.2%. 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,~~to ~~specifically~~assume ~~EXCOR. Net sales at~~ the ~~joint~~operations ~~ventures~~of ~~decreased 4.7% to $95,940,014 during fiscal 2024 compared to $100,682,316 during fiscal 2023. This decrease was primarily~~ a ~~result of decreased demand during fiscal 2024 at NTIC’s~~ joint venture ~~in Germany primarily due to softer demand within the region, as described above~~. ~~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 $828,932 were attributable to EXCOR during fiscal 2024 compared to $816,089 attributable to EXCOR during fiscal 2023~~period.

~~Selling~~NTIC ~~Expenses.~~traditionally ~~NTIC’s~~has ~~selling~~used ~~expenses~~the ~~increased~~cash ~~7.3%~~generated infrom ~~fiscal~~its ~~2024~~operations, ~~compared~~distributions toof ~~fiscal~~earnings ~~2023~~from ~~primarily~~joint ~~due~~ventures and fees for services provided to anits ~~increase~~joint inventures ~~personnel~~to ~~expense~~fund inNTIC’s ~~fiscal~~new ~~2024~~technology ~~compared~~investments and capital contributions to ~~fiscal~~new ~~2023~~and existing subsidiaries and joint ventures. ~~Selling~~NTIC’s ~~expenses~~joint asventures atraditionally ~~percentage~~have ofoperated ~~net~~with ~~sales~~little ~~increased~~or tono ~~19.3%~~debt ~~for~~and ~~fiscal~~have ~~2024~~been ~~compared~~self-financed towith ~~19.1%~~minimal ininitial ~~fiscal~~capital ~~2023~~investment ~~primarily~~and ~~due~~minimal toadditional ~~increased~~capital ~~selling~~investment ~~expenses,~~from astheir ~~noted~~respective ~~above~~owners. Therefore, ~~and~~NTIC ~~partially~~believes ~~offset~~there is limited exposure by ~~increased~~NTIC’s ~~net~~joint ~~sales~~ventures that could materially impact their respective operations and/or liquidity.

~~General~~In ~~and~~order ~~Administrative~~to ~~Expenses.~~take ~~NTIC’s~~advantage ~~general~~of ~~and~~new ~~administrative~~product ~~expenses~~and ~~increased~~market ~~7.7%~~opportunities into ~~fiscal~~expand ~~2024~~its ~~compared~~business toand ~~fiscal~~increase ~~2023~~its ~~primarily~~revenues ~~due~~and toassist ~~increased~~with ~~professional~~joint ~~services~~venture ~~and~~transitions, ~~travel~~NTIC ~~and~~may ~~personnel~~decide ~~expenses~~to ~~during~~finance ~~fiscal~~such ~~2024~~opportunities ~~compared~~by toadditional ~~fiscal~~borrowings ~~2023.~~under Asits arevolving ~~percentage~~line of ~~net~~credit ~~sales,~~or ~~general~~raising ~~and~~additional ~~administrative~~financing ~~expenses~~through ~~increased~~the toissuance 16of debt or equity securities.7% ~~for~~There ~~fiscal~~is ~~2024~~no ~~from~~assurance ~~16.5%~~that ~~for~~any ~~fiscal~~financing ~~2023~~transaction ~~primarily~~will ~~due~~be available on terms acceptable to ~~increased~~NTIC ~~general~~or ~~and~~at ~~administrative~~all ~~expenses,~~or asthat ~~noted~~any ~~above,~~financing ~~and~~transaction ~~partially~~will ~~offset~~not bybe ~~increased~~dilutive ~~net~~to ~~sales~~NTIC’s current stockholders.

Research and Development Expenses. NTIC’s research and development expenses decreased 3.3% in fiscal 2024 compared to fiscal 2023 primarily because certain projects previously in the development phase have now progressed to commercialization. As these initiatives transition, costs shift from research and development to sales and marketing, reflecting our advancement toward bringing these innovations to market.46

~~Interest~~Credit ~~Income.~~Agreement ~~NTIC’s~~with ~~interest~~JPMorgan ~~income~~Chase ~~increased to $118~~Bank,~~827~~ ~~in fiscal 2024 compared to $28,490 in fiscal 2023 primarily due to increases in the invested cash balances at certain subsidiaries~~N.A.

~~Interest~~NTIC ~~Expense~~is party to a Credit Agreement (as amended, the Credit Agreement) with JPMorgan Chase Bank, N.A. (JPM), which provides NTIC’s ~~interest~~with ~~expense~~a ~~decreased~~senior secured revolving line of credit (the Credit Facility) of up to $~~340,129~~10.0 million. inThe ~~fiscal~~Credit ~~2024~~Facility ~~compared~~includes toa $~~461~~5.0 million sublimit for standby letters of credit. Borrowings of $9,~~805~~329,021 inwere outstanding under the Credit Facility as of August 31, 2025. Since NTIC was out of compliance with the fixed charge coverage ratio under the Credit Agreement, NTIC obtained a waiver of the non-compliance from JPM. Based on its current business plan and projections for fiscal ~~2023~~2026, ~~primarily~~NTIC ~~due~~expects to ~~decreased~~remain ~~outstanding~~in ~~average~~compliance ~~borrowings~~with the covenant during fiscal ~~2024~~2026, although no assurance can be provided that it will do so. 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 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.

~~Income~~Borrowings ~~Before~~under ~~Income~~the ~~Tax~~Credit ~~Expense.~~Agreement ~~NTIC~~bear ~~had~~interest ~~income~~at ~~before~~a ~~income~~floating ~~tax~~rate, ~~expense~~at the option of $7NTIC,~~647,181~~ 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 ~~fiscal~~either ~~2024~~one, ~~compared~~three or six months (depending on the interest period selected by NTIC) plus 0.10% per annum. With respect to ~~income~~any ~~before~~borrowings ~~income~~using ~~tax~~an ~~expense~~Adjusted ofSOFR $5Rate,~~587,331~~ 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 6.61% for fiscal ~~2023~~2025.

~~Income~~To ~~Tax~~secure ~~Expense.~~the ~~Income~~Credit ~~tax expense was $1~~Agreement,~~325,797~~ ~~during~~NTIC ~~fiscal~~assigned ~~2024 compared~~ to ~~$1,349,600~~JPM ~~during~~a ~~fiscal~~continuing ~~2023~~security ~~for~~interest anin ~~effective~~all ~~tax~~of ~~rate~~its ofright, ~~17.3%~~title and ~~24.2%~~interest ~~during~~in ~~fiscal~~collateral ~~2024~~made ~~and~~up ~~2023,~~of ~~respectively~~the assets of NTIC.

The Credit Agreement contains customary affirmative and negative covenants, including, among other matters, limitations on NTIC’s ~~considers~~ability ~~the~~to ~~earnings~~incur ofadditional debt, grant liens, engage in certain ~~foreign~~business ~~joint~~operations ~~ventures~~and totransactions, bemake ~~indefinitely~~certain ~~invested~~investments, ~~outside~~modify ~~the~~its ~~United~~organizational ~~States~~documents onor form any new subsidiaries, subject to certain exceptions. Further, the ~~basis~~Credit ofAgreement ~~estimates~~contains a negative covenant that restricts the ability of NTIC’s ~~future~~to ~~domestic~~redeem ~~cash~~or ~~generation~~repurchase ~~will~~its becommon ~~sufficient~~stock toor ~~meet~~pay ~~future~~dividends ~~domestic~~if ~~cash~~the ~~needs~~result of which would cause an event of default under the Credit Agreement. AsThe Credit Agreement also requires the Company to maintain a ~~result,~~Fixed UCharge Coverage Ratio of at least 1.S25 to 1.00. ~~income~~The ~~and~~term ~~foreign~~“Fixed ~~withholding~~Charge ~~taxes~~Coverage ~~have~~Ratio” ~~not~~means ~~been~~the ~~recognized~~ratio, oncomputed ~~the~~for ~~cumulative~~NTIC ~~undistributed~~on ~~earnings~~a ofconsolidated ~~$23~~basis,~~465,685~~ ~~and~~of ~~$20~~net income plus income tax expense,~~493,861~~ asplus ofamortization ~~August~~expense, 31plus depreciation expense, ~~2024~~plus interest expense, and ~~August~~plus ~~31,~~dividends ~~2023~~received from joint ventures, ~~respectively.~~minus Tounfinanced ~~the~~capital ~~extent~~expenditures ~~undistributed~~and ~~earnings~~equity ofin ~~NTIC’s~~income from joint ventures, ~~are~~all ~~distributed~~computed infor the ~~future,~~twelve ~~they~~month ~~are~~period ~~not~~then ~~expected~~ending, to ~~result~~scheduled inprincipal ~~any~~payments ~~material~~made, ~~additional~~plus scheduled finance lease payments made, plus interest expense paid, plus income tax ~~liability~~expense ~~after~~paid, and plus cash distributions and dividends paid, all computed for the ~~application~~same oftwelve ~~foreign~~month ~~tax~~period ~~credits~~then ending.

45The Credit Agreement also contains customary events of default, including, without limitation, payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency proceedings, cross-defaults to certain other agreements, breach of any financial covenant and change of control. Upon the occurrence and during the continuance of any event of default, JPM may accelerate the payment of the obligations thereunder and exercise various other customary default remedies.

~~Net~~Other ~~Income~~Credit Attributable to NTIC. Net income attributable to NTIC increased to $5,409,082, or $0.55 per diluted common share, for fiscal 2024 compared to $2,912,276, or $0.30 per diluted common share, for fiscal 2023. This increase was a primarily due to the increase in gross profit, partially offset by the decrease in income from our joint venture operations and increase in certain operating expenses.Arrangements

On each of April 22, 2025 and May 29, 2025, NTIC’s ~~anticipates~~wholly ~~that~~owned ~~its~~subsidiary ~~earnings~~in ~~will~~China, ~~continue~~NTIC toChina, beentered ~~adversely~~into ~~affected~~a toloan ~~some~~agreement ~~extent~~with byChina ~~inflation~~Construction ~~and~~Bank ~~worldwide~~Corporation. ~~supply~~Each ~~chain~~term ~~disruptions~~loan provided NTIC China with a RMB 10,000,000 ~~among~~(USD ~~other~~$1.39 ~~factors~~million). ~~Additionally~~The term loans mature in April 2026 and May 2026, ~~NTIC~~respectively, ~~anticipates~~unless ~~that~~extended. ~~its~~

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