Erfan Ali receives 370 DSUs at NovaGold, no voting rights until termination

Rhea-AI Filing Summary

Erfan Ali, a director of NovaGold Resources Inc. (ticker NG), reported a grant of 370 Deferred Share Units (DSUs) on 09/01/2025 in a Form 4 filing. The DSUs are recorded as acquired at a $0.00 price and increase the reporting person's total beneficial ownership to 1,570 common shares on a direct basis. Each DSU is the economic equivalent of one common share but the underlying shares will not be issued and the reporting person has no voting or dispositive rights with respect to those underlying shares until termination of employment or service as a director. The filing also states differing expiry rules: 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 after termination.

Positive

• Director compensation increases economic alignment via 370 DSUs, raising reported beneficial ownership to 1,570
• Clear disclosure of expiry and conversion rules for U.S. and non-U.S. participants

Negative

• DSUs carry no voting or dispositive rights until termination or service end, so governance influence is unchanged
• Underlying shares are not issued at grant, so ownership is economic only until conversion

Insights

Corporate Governance Expert

TL;DR: Director received 370 DSUs that increase economic stake but provide no voting rights until service ends.

The grant of 370 DSUs to a sitting director increases his economic exposure to NovaGold without immediate voting influence, which is common for deferred equity-based board compensation. The filing is routine and does not indicate accelerated issuance of common stock. The disclosure clearly states the vesting/issuance condition tied to termination and different expiry terms for U.S. and non-U.S. participants, which affects the director's ability to convert economic exposure into actual shares. This is a governance-typical compensation disclosure with no direct change to outstanding common shares at filing.

Compensation Analyst

TL;DR: 370 DSUs granted as deferred compensation; increases reported beneficial holdings to 1,570 units/shares on record.

The Form 4 documents a non-cash grant recorded at $0.00 that functions as deferred compensation tied to board service. The reporting shows a clear post-grant beneficial ownership number of 1,570, allowing analysts to track insider economic exposure. The expiration terms (90 days for U.S. participants; year-end following termination for non-U.S.) are explicitly disclosed, which matters for timing of potential conversion. Overall the transaction appears routine and consistent with standard director compensation practices.

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^*

Erfan Ali

(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		370(1)	A	$0.00	1,570	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 Ali Erfan	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.
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FAQ

What transaction did Erfan Ali report on Form 4 for NovaGold (NG)?

The Form 4 reports a grant of 370 Deferred Share Units (DSUs) to Erfan Ali on 09/01/2025.

How many shares does Erfan Ali beneficially own after the reported transaction?

Following the reported transaction, Erfan Ali beneficially owns 1,570 common shares on a direct basis.

Do the DSUs give Erfan Ali voting rights in NovaGold?

No. The DSUs are economic equivalents of shares but do not provide voting or dispositive rights until termination of employment or service as a director.

What are the expiry rules for these DSU grants?

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 after termination.

At what price were the DSUs recorded on the Form 4?

The DSUs were recorded with a price of $0.00 in the filing.