NG Form 4: Director Kalidas Madhavpeddi receives 811 Deferred Share Units

Rhea-AI Filing Summary

Kalidas V. Madhavpeddi, a director of NovaGold Resources Inc. (ticker: NG), reported a grant of 811 Deferred Share Units (DSUs) on 09/01/2025. The DSUs were recorded at a $0.00 price and increase his direct beneficial ownership to 61,606 common shares. The filing also discloses indirect holdings of 55,152 shares through Azteca Consulting LLC and 80,404 shares through the Madhavpeddi Family Trust. The DSUs are the economic equivalent of common shares but will not be issued and carry no voting or dispositive rights until termination of his service as a director; different expiration rules apply for U.S. and non-U.S. participants. The form is signed by an attorney-in-fact on 09/02/2025.

Positive

• Director retention and alignment: Grant of 811 DSUs aligns the director's economic interests with shareholders over the long term
• Transparent disclosure: Form 4 clearly states ownership amounts and the non-voting nature of DSUs until termination

Negative

• No immediate voting rights: DSUs do not provide voting or dispositive power until settlement on termination

Insights

Financial Analyst

TL;DR: Routine deferred-compensation grant increases reported ownership but carries no immediate voting power.

The 811 DSU grant to a director is a non-cash, compensation-related issuance that raises reported direct beneficial ownership to 61,606 shares when counting vested and previously held shares. Because DSUs are settled only on termination and have no current voting or dispositive rights, this transaction does not change control dynamics or shareholder voting outcomes in the near term. For investors, the grant signals standard board compensation and retention practice without immediate dilution or cash outlay.

Corporate Governance Expert

TL;DR: Governance-standard deferred share units awarded; aligns director pay with shareholder value but limits immediate influence.

Granting DSUs to a director is common governance practice to align long-term interests. The filing clarifies that underlying shares are not issued and that DSUs confer no voting rights until termination, which preserves current shareholder voting structure. The differentiation in expiration for U.S. versus non-U.S. participants is a routine administrative detail. This disclosure is transparent and consistent with Section 16 reporting requirements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MADHAVPEDDI KALIDAS V

(Last) (First) (Middle)

C/O NOVAGOLD RESOURCES INC.

201 SOUTH MAIN STREET, SUITE 400

(Street)

SALT LAKE CITY UT 84111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVAGOLD RESOURCES INC [ NG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	09/01/2025		A		811(1)	A	$0.00	61,606	D
Common Shares								55,152	I	Azteca Consulting LLC
Common Shares								80,404	I	Madhavpeddi Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of Deferred Share Units (DSUs). Each DSU is the economic equivalent of one share of the Issuer's common stock. The underlying common shares will not be issued to the reporting person, and the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares, until termination of the reporting person's employment or services as a director of NOVAGOLD RESOURCES INC. Grants to non-U.S. Eligible Participants will expire on December 31 of the year following the reporting person's termination date; grants to U.S. Eligible Participants will expire 90 days following the reporting person's termination date.

Remarks:

	/s/ Tricia Pannier as attorney-in-fact for Kalidas V. Madhavpeddi	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Kalidas V. Madhavpeddi report on Form 4 for NovaGold (NG)?

He reported a grant of 811 Deferred Share Units (DSUs) on 09/01/2025, recorded at $0.00.

How many shares does Madhavpeddi beneficially own after the reported transaction?

The filing shows 61,606 shares directly and indirect holdings of 55,152 via Azteca Consulting LLC and 80,404 via the Madhavpeddi Family Trust.

Do the DSUs provide voting rights immediately?

No. The DSUs are economic equivalents of common shares but carry no voting or dispositive rights until termination of the reporting person's service.

When was the Form 4 signed and filed?

The signature by an attorney-in-fact is dated 09/02/2025.

What happens to DSUs if the director leaves?

The filing states DSUs will be settled on termination; grants to non-U.S. participants expire December 31 of the year after termination while U.S. participants' grants expire 90 days after termination.