Northern Dynasty adds clawback policy, 558M shares

NORTHERN DYNASTY MINERALS LTD (NAK) submitted Amendment No. 1 to its Annual Report on Form 40-F for the year ended December 31, 2025, primarily to update supporting documents rather than change financial or operational disclosures.

Rhea-AI Filing Summary

NORTHERN DYNASTY MINERALS LTD (NAK) submitted Amendment No. 1 to its Annual Report on Form 40-F for the year ended December 31, 2025, primarily to update supporting documents rather than change financial or operational disclosures. The company reports 558,461,162 Common Shares outstanding as of December 31, 2025. The amendment adds an updated consent from Deloitte LLP that now references the company’s Form F-10 registration statement, refreshed CEO and CFO certifications under Section 302 of the Sarbanes-Oxley Act, and a new Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation. Other information in the original 2025 Annual Report and subsequent events remain unchanged by this amendment.

Key Figures

Common Shares outstanding: 558,461,162 shares Fiscal year end: December 31, 2025 Commission File Number: 001-32210

3 metrics

Common Shares outstanding 558,461,162 shares As of December 31, 2025

Fiscal year end December 31, 2025 Period covered by the Annual Report on Form 40-F

Commission File Number 001-32210 SEC file number for Northern Dynasty Minerals Ltd

Key Terms

Form 40-F, Compensation Clawback Policy, Section 302 of the Sarbanes-Oxley Act of 2002, Inline XBRL

4 terms

Form 40-F regulatory

"Amendment No. 1 to its original Annual Report on Form 40-F for the year"

A Form 40-F is a standardized annual filing used by certain Canadian companies that trade in U.S. markets to give U.S. regulators and investors the same core financial statements and key disclosures they file in Canada. Think of it as a translated, formally packaged annual report that lets investors in a different marketplace compare a company’s results, governance and risks more easily, which reduces uncertainty and helps investment decisions.

Compensation Clawback Policy financial

"the Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation"

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"certifications of the Company’s Chief Executive Officer and Chief Financial Officer"

Inline XBRL technical

"Inline XBRL Instance Document–the instance document does not appear"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Northern Dynasty Minerals (NAK) changing in this Form 40-F/A amendment?

The amendment updates Deloitte LLP’s consent, refreshes the CEO and CFO Section 302 certifications, and adds a Compensation Clawback Policy. It does not alter the financial or other disclosures contained in the original 2025 Annual Report.

Does the Form 40-F/A for NAK change 2025 financial statements or results?

No. The amendment states that, beyond the updated consent, certifications, and clawback policy, it does not amend or restate any other information in the original 2025 Annual Report or reflect events after that report was filed.

How many Northern Dynasty Minerals (NAK) shares were outstanding at December 31, 2025?

The company reports 558,461,162 Common Shares outstanding as of December 31, 2025. This figure provides a share-count baseline for that fiscal year-end.

What new policy does Northern Dynasty Minerals (NAK) include in this amendment?

The amendment files a Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (a compensation clawback policy) as Exhibit 97.1, aligning executive incentive pay with potential future recovery requirements.

Which auditor document is updated for Northern Dynasty Minerals (NAK) in this Form 40-F/A?

The amendment provides an updated consent of Deloitte LLP as Exhibit 99.8, adding a reference to the company’s Form F-10 registration statement that had been inadvertently omitted previously.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No.1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31, 2025                Commission File Number: 001-32210

NORTHERN DYNASTY MINERALS LTD

(Exact name of Registrant as specified in its charter)

 

British Columbia, Canada		1040		Not Applicable
(Province or Other Jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
Incorporation or Organization)		Classification Code)		Identification No.)

14th Floor, 1040 West Georgia Street

Vancouver, British Columbia

Canada V6E 4H1

(604) 684-6365

(Address and telephone number of Registrant's principal executive offices)

Corporation Service Company

Suite 400, 2711 Centerville Road

Wilmington, Delaware 19808

(800) 927-9800

(Name, address (including zip code) and telephone number (including

area code) of agent for service in the United States)

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Shares, no par value		NAK		NYSE American

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

☒ Annual Information Form                      ☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report: 558,461,162 Common Shares as at December 31, 2025.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 Exchange 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).

Auditor Location: Vancouver, BC Canada

☐

EXPLANATORY NOTE

Northern Dynasty Minerals Ltd (the “Company”) is filing this Amendment No. 1 (the “Amendment No. 1”) to its original Annual Report on Form 40-F for the year ended December 31, 2025 (the “Original 2025 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, in order to provide (i) an updated consent of Deloitte LLP to include reference to the registration statement on Form F-10 (File No. 333-288224), as amended, which reference was inadvertently omitted in the consent of Deloitte LLP filed with the Original 2025 Annual Report, (ii) updated certifications of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and (iii) the Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (the “Compensation Clawback Policy”). The updated consent of Deloitte LLP is filed as Exhibit 99.8 to this Amendment No. 1. The updated CEO and CFO certifications are filed as Exhibits 99.4 and 99.5 to this Amendment No. 1. The Compensation Clawback Policy is filed as Exhibit 97.1 to this Amendment No. 1.

This Amendment No. 1 consists of a cover page, this explanatory note, the signature page, the exhibit index, the updated consent of Deloitte LLP filed as Exhibit 99.8, the updated CEO and CFO certifications filed as Exhibits 99.4 and 99.5, and the Compensation Clawback Policy as Exhibit 97.1.

Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other information contained in the Original 2025 Annual Report nor does this Amendment No. 1 reflect any events that have occurred after the Original 2025 Annual Report was filed.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NORTHERN DYNASTY MINERALS LTD.
Date: September 14, 2026.	By:	/s/ Ronald W. Thiessen
		Ronald W. Thiessen
		Chief Executive Officer

 

EXHIBIT INDEX

Exhibit Number		Exhibit Description
97.1		Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation(2)
99.1		Annual Information Form of the Company for the year ended December 31, 2025(1)
99.2		Audited consolidated financial statements of the Company and notes thereto as at and for the years ended December 31, 2025, and 2024, together with the reports of the Independent Registered Public Accounting Firm thereon and on the effectiveness of the Company's internal control over financial reporting as of December 31, 2025(1)
99.3		Management's Discussion and Analysis for the year ended December 31, 2025(1)
99.4		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)
99.5		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)
99.6		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
99.7		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
99.8		Consent of Deloitte LLP(2)
99.9		Consent of James Westcott Bott, P.E.(1)
99.10		Consent of Les Galbraith, P.Eng.(1)
99.11		Consent of Hassan Ghaffari, P.Eng.(1)
99.12		Consent of Sabry Abdel Hafez, PhD, P.Eng.(1)
99.13		Consent of Robin Kalanchey, P.Eng.(1)
99.14		Consent of Greg Z. Mosher, P.Geo.(1)
99.15		Consent of Stuart J. Parks, P.E.(1)
99.16		Consent of Graeme Roper, P.Geo.(1)
99.17		Consent of Steven R. Rowland, P.E.(1)
99.18		Consent of Scott Weston, P.Geo.(1)
101.INS		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

____________________

⁽¹⁾ Previously filed as an exhibit to the Original 2025 Annual Report.

⁽²⁾ Filed as an exhibit to this Amendment No. 1.