[Form 4] NovaGold Resources Inc. Insider Trading Activity

Rhea-AI Filing Summary

Thomas S. Kaplan, a director of NovaGold Resources Inc. (NG), was granted 1,622.426 Deferred Share Units (DSUs) on 09/01/2025. Each DSU is economically equivalent to one common share but the underlying shares will not be issued and Kaplan has no voting or dispositive rights until his service as a director terminates. The DSUs vested immediately upon grant and will expire no later than 90 days after his termination.

Following this grant, Kaplan beneficially owns 115,915.505 common shares. The reported price for the DSUs is $0 and the Form 4 was signed on 09/03/2025.

Positive

• Alignment with shareholders: DSUs provide economic alignment between the director and shareholders without immediate voting dilution
• Modest incremental award: 1,622.426 DSUs is small relative to the reporting person's total beneficial ownership of 115,915.505 shares

Negative

• Deferred voting rights: Reporting person has no voting or dispositive rights for the underlying shares until termination, limiting immediate governance influence
• Potential future dilution: DSUs convert to shares upon termination, which could lead to dilution at a later date

Insights

Corporate Governance Expert

TL;DR: Routine director compensation using vested DSUs preserves cash and aligns long-term interests without immediate dilution.

The filing documents a standard director award of 1,622.426 DSUs that vested on grant but defer issuance and voting until termination of service. This structure is commonly used to align a director's economic exposure with shareholders while avoiding current equity dilution and conserving cash. The immediate vesting but deferred issuance means the recipient recognizes economic value now but lacks shareholder control until exit. The award size relative to total beneficial ownership is modest; the report shows 115,915.505 shares beneficially owned after the grant, indicating the grant is incremental rather than transformative.

Compensation Analyst

TL;DR: Compensation action appears routine and nondilutive in the short term, with limited immediate governance impact.

The grant is recorded at a $0 per-unit price in the Form 4 because DSUs represent deferred rights to common shares rather than an open-market purchase. Immediate vesting simplifies administration but maintains the typical deferral of issuance until termination. For investors tracking insider alignment or potential future dilution, the key elements are the number of DSUs (1,622.426), their conversion to underlying shares upon termination, and the 90-day post-termination expiration window. No cash transaction or exercise price is reported.

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^*

KAPLAN THOMAS SCOTT

(Last) (First) (Middle)

600 FIFTH AVENUE,

24TH FLOOR

(Street)

NEW YORK NY 10020

(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

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
Deferred Share Unit	(1)	09/01/2025	(1)	A		1,622.426		(1)	(1)	Common Shares	1,622.426	$0	115,915.505	D

Explanation of Responses:

1. Each Deferred Share Unit ("DSU") is the economic equivalent of one of the Issuer's common shares. The DSUs vested immediately upon issuance; however, 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 the Issuer. The grants will expire no later than 90 days after the reporting person's termination date.

	/s/ Thomas S. Kaplan	09/03/2025
	** 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 Thomas S. Kaplan report on Form 4 for NovaGold (NG)?

He reported receipt of 1,622.426 Deferred Share Units (DSUs) on 09/01/2025 and beneficial ownership of 115,915.505 common shares after the grant.

Do the DSUs give Thomas Kaplan voting rights in NovaGold (NG)?

No. The DSUs vest immediately but Kaplan will not have voting or dispositive rights with respect to the underlying common shares until termination of his director service.

When will the DSUs convert into NovaGold (NG) common shares?

The underlying common shares will be issued upon the reporting person's termination of employment or director service, and the grants will expire no later than 90 days after termination.

What price was reported for the DSUs on the Form 4?

The DSUs were reported at a price of $0, reflecting their nature as deferred units rather than a market purchase.

When was the Form 4 signed for this transaction?

The Form 4 was signed by Thomas S. Kaplan on 09/03/2025.