[Form 4] NovaGold Resources Inc. Insider Trading Activity

Rhea-AI Filing Summary

C. Kevin McArthur, a director of NovaGold Resources Inc. (NG), was granted 811 Deferred Share Units (DSUs) on 09/01/2025. The Form 4 reports the transaction as an acquisition at a recorded price of $0.00 and shows Mr. McArthur beneficially owns 17,213 common shares following the grant. Each DSU equals one share economically but the underlying common shares will not be issued and Mr. McArthur will have no voting or dispositive rights until his service as a director ends. The DSUs have different expiry rules for U.S. and non-U.S. participants: U.S. grants expire 90 days after termination; non-U.S. grants expire December 31 of the year after termination. The Form 4 was signed by an attorney-in-fact on 09/02/2025.

Positive

• Director compensation aligned with shareholder value via Deferred Share Units that link pay to the company's stock performance over time
• No immediate dilution or voting change because DSUs do not convert to issued shares until termination

Negative

• No current voting rights for the DSUs, so the grant does not increase active governance alignment until conversion
• Different expiry rules for U.S. and non-U.S. participants add administrative complexity to the compensation plan

Insights

Financial Analyst

TL;DR: Director received 811 DSUs; routine deferred equity grant with limited immediate financial impact.

The grant of 811 DSUs is a standard director compensation mechanism that defers equity value until termination and does not create immediate dilution or change voting control because shares are not issued now and no voting rights accompany the DSUs. The recorded $0.00 price in the Form 4 reflects reporting conventions for DSU grants rather than a cash purchase. The post-transaction beneficial ownership of 17,213 common shares provides a sense of scale for the director's stake but the DSUs only convert on termination events defined by the plan.

Corporate Governance Expert

TL;DR: Governance-wise this is a routine deferred-compensation award; it aligns pay with long-term outcomes but grants no current governance rights.

Structuring director pay as DSUs is common to tie compensation to shareholder value while avoiding immediate share issuance and voting shifts. The distinction in expiry rules for U.S. versus non-U.S. participants is notable for plan administration but not unusual. Investors should note that DSUs do not grant voting or dispositive authority until issuance, so this grant does not affect board voting dynamics today.

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
Estimated average burden
hours per response:			0.5

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^*

MCARTHUR C. KEVIN

(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	17,213	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 C. Kevin McArthur	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

Who filed the Form 4 for NovaGold (NG)?

The filing reports a transaction by C. Kevin McArthur, a director of NovaGold Resources Inc., executed via attorney-in-fact on 09/02/2025.

What security and amount were reported on the Form 4 for NG?

The Form 4 reports a grant of 811 Deferred Share Units (DSUs) on 09/01/2025 and shows 17,213 common shares owned following the transaction.

Do the DSUs give voting rights or issued shares immediately?

No. Each DSU is economically equivalent to one share but the underlying common shares are not issued and the reporting person has no voting or dispositive rights until termination of service.

What are the expiry terms for the DSUs reported in the Form 4?

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

Was there a cash price paid for the DSUs?

The Form 4 records a transaction price of $0.00, which reflects the reporting of DSU grants rather than a cash purchase.