NovaGold Resources (NYSE: NG) updates ethics code on fair dealing

Rhea-AI Filing Summary

NovaGold Resources Inc. filed a report stating that its Board of Directors approved amendments to the company’s Code of Business Conduct and Ethics, effective August 27, 2025. The changes address policies on competition and fair dealing and reiterate the existing prohibition of certain types of transactions in the company’s securities.

The company explains that these amendments are intended to clarify existing policies and align the Code with current organizational practices. It also notes that the updates do not constitute, or result in, a waiver of any provision of the Code for any officer, director, or employee. The full text of the amended Code is available on NovaGold’s website.

8-K Event Classification

Item 5.05 — Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

1 item

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance

The company amended or granted a waiver from its code of ethics for senior financial officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: August 27, 2025 (Date of earliest event reported)

NOVAGOLD RESOURCES INC.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia	001-31913	N/A
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification)

201 South Main Street, Suite 400, Salt Lake City, Utah 84111

(Address of principal executive offices) (Zip Code)

(801) 639-0511

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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 Shares	NG	NYSE American Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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. ☐

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective August 27, 2025, the Board of Directors of NOVAGOLD RESOURCES INC. (the “Company”) approved the adoption of amendments to the code of ethics for the Company, known as the NOVAGOLD RESOURCES INC. Code of Business Conduct and Ethics (the “Code”) relating to competition and fair dealing, and reiterates the prohibition of certain types of transactions of the Company’s securities.

The foregoing description of the amendments is qualified in its entirety by reference to the full text of the amended Code, which is available on the Company’s website (www.novagold.com).

The amendments are intended to clarify existing policies and reflect current organizational practices and do not constitute, or result in, a waiver of any provision of the Code applicable to any officer, director, or employee of the Company.

SIGNATURES

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

Dated: August 28, 2025	NOVAGOLD RESOURCES INC.
	By:	/s/ Peter Adamek
		Peter Adamek
		Vice President and Chief Financial Officer

FAQ

What did NovaGold Resources (NG) disclose in this 8-K filing?

NovaGold Resources Inc. disclosed that its Board of Directors approved amendments to the company’s Code of Business Conduct and Ethics, effective August 27, 2025, focusing on competition, fair dealing, and certain transactions in the company’s securities.

What changes did NovaGold (NG) make to its code of ethics?

The company amended its Code of Business Conduct and Ethics to address competition and fair dealing and to reiterate the prohibition of certain types of transactions involving NovaGold’s securities.

When did NovaGold’s amended code of ethics become effective?

The amendments to NovaGold’s Code of Business Conduct and Ethics became effective on August 27, 2025.

Do NovaGold’s code of ethics amendments waive any existing provisions?

No. NovaGold states that the amendments are intended to clarify existing policies and reflect current organizational practices and do not constitute, or result in, a waiver of any provision of the Code for any officer, director, or employee.

Where can investors find NovaGold’s amended code of ethics?

The full text of NovaGold’s amended Code of Business Conduct and Ethics is available on the company’s website at www.novagold.com.

Who is covered by NovaGold’s updated code of ethics?

NovaGold notes that the Code of Business Conduct and Ethics, as amended, applies to all officers, directors, and employees of the company.