[Form 4] NovaGold Resources Inc. Insider Trading Activity

Rhea-AI Filing Summary

NovaGold Resources Inc. director Kyle Hume received a grant of 811 Deferred Share Units (DSUs) on 09/01/2025, recorded on Form 4. Each DSU is the economic equivalent of one common share and was granted at a price of $0.00 for reporting purposes. After the grant, the reporting person beneficially owned 23,159 common shares or equivalents. The DSUs do not convey voting or dispositive rights while outstanding; the underlying common shares will not be issued and voting rights will only arise upon the reporting persons termination of service as a director or employee. The filing notes differing expiration rules for U.S. and non-U.S. participants.

Positive

• Director alignment: Grant of 811 DSUs increases the reporting person's economic stake to 23,159 units, aligning interests with shareholders.
• Non-cash award: DSUs are economic equivalents and do not result in immediate issuance of shares, avoiding immediate dilution.

Negative

• No voting rights: The DSUs do not provide voting or dispositive rights while outstanding, so governance alignment is deferred until termination.
• Expiry differences: Grants have differing expiry rules for U.S. and non-U.S. participants, which could affect timing of conversion and payout.

Insights

Financial Analyst

TL;DR: Director compensation via 811 DSUs increases insider economic exposure without immediate voting power.

The Form 4 documents a non-cash grant of 811 Deferred Share Units to director Kyle Hume, increasing his beneficial position to 23,159 units/shares. DSUs are structured as economic equivalents rather than issued shares, so they do not dilute share count nor confer voting rights until conversion on termination. For financial modeling, treat these as contingent equity-linked compensation that affects future share-based payouts but not current outstanding share metrics.

Corporate Governance Expert

TL;DR: Governance-wise, the DSU grant aligns director pay with shareholder economics but postpones voting alignment.

The disclosure clarifies that DSUs provide economic alignment with shareholders while withholding voting and dispositive authority until termination of service. Expiration terms vary by residency (U.S. participants expire 90 days after termination; non-U.S. participants expire year-end following termination). This preserves post-service payout windows and limits immediate governance influence from newly granted units.

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

OMB Number:			3235-0287
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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^*

KYLE HUME D.

(Last) (First) (Middle)

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	23,159	D

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 Hume Kyle	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 Kyle Hume report on the Form 4 for NovaGold (NG)?

The Form 4 reports a grant of 811 Deferred Share Units (DSUs) on 09/01/2025, increasing his beneficial ownership to 23,159 units/shares.

Do the DSUs grant voting rights immediately?

No. The filing states the DSUs do not confer voting or dispositive rights and the underlying shares will not be issued until termination of the reporting person's service.

Was there a cash transaction price reported for the DSU grant?

The transaction is reported with a price of $0.00 for the DSU grant.

When do DSUs expire according to the filing?

Grants to non-U.S. eligible participants expire on December 31 of the year following termination; grants to U.S. eligible participants expire 90 days following termination.

How should investors treat these DSUs?

The DSUs are disclosed as economic equivalents to common shares without immediate issuance; they represent future share-linked compensation rather than current outstanding shares.