[Form 4] NovaGold Resources Inc. Insider Trading Activity

Rhea-AI Filing Summary

NovaGold Resources insider grant: Director Elaine J. Dorward-King was granted 1,622 Deferred Share Units (DSUs) on 09/01/2025. Each DSU is the economic equivalent of one common share but does not convey voting or dispositive rights and the underlying shares will not be issued until the reporting person's termination of service as a director. The report lists 32,201 common shares beneficially owned by the reporting person following the grant. DSUs granted to non-U.S. participants expire on December 31 of the year after termination; DSUs to U.S. participants expire 90 days after termination.

Positive

• Director compensated with equity-linked award (1,622 DSUs) aligns executive interests with shareholders without immediate cash outflow
• No immediate dilution or voting change because underlying common shares are not issued and DSUs carry no voting rights until termination

Negative

• Potential future dilution exists when DSUs convert to shares upon termination, increasing outstanding shares at that time

Insights

Corporate Governance Expert

TL;DR: A routine director compensation grant using DSUs preserves cash and defers share issuance until departure, typical governance practice.

This Form 4 documents a grant of 1,622 Deferred Share Units to a company director as compensation. DSUs provide economic exposure without immediate share issuance or voting rights, which limits present dilution and aligns long-term interests. The disclosure clarifies expiration terms for U.S. and non-U.S. participants, indicating standard plan mechanics. For shareholders, this is a routine non-cash director award; it is noteworthy only as part of overall director compensation trends but is not itself material to capital structure.

Securities Analyst

TL;DR: The transaction is an internal compensation grant and has neutral near-term market impact.

The report shows a non-derivative acquisition of 1,622 DSUs recorded as an acquisition at $0.00, consistent with equity-based compensation rather than an open-market purchase. The beneficial ownership total of 32,201 shares after the grant is disclosed. Because underlying shares are not issued until termination and there are no voting rights attached now, immediate dilution and voting shifts are avoided. This makes the disclosure informational for insider holdings but unlikely to affect valuation materially.

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^*

Dorward-King Elaine J

(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		1,622(1)	A	$0.00	32,201	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:

	Tricia Pannier as attorney-in-fact for Elaine J. Dorward-King	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 Elaine J. Dorward-King receive according to the Form 4 for NOVAGOLD (NG)?

The Form 4 reports a grant of 1,622 Deferred Share Units (DSUs) to Elaine J. Dorward-King.

Do the 1,622 DSUs provide voting rights or immediate shares?

No. The DSUs do not provide voting or dispositive rights and underlying common shares will not be issued until termination of service.

How many common shares does the reporting person beneficially own after the reported transaction?

The reporting person is shown as beneficially owning 32,201 common shares following the reported transaction.

What are the expiration terms for the DSUs granted?

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.

Was there any cash paid for the DSUs according to the filing?

No. The transaction is reported with a price of $0.00, indicating an equity compensation grant rather than a purchase.