[Form 4] NovaGold Resources Inc. Insider Trading Activity

Rhea-AI Filing Summary

NovaGold director Ethan Schutt received a grant of 811 Deferred Share Units (DSUs) on 09/01/2025. The filing shows 811 DSUs were granted at $0.00, bringing Schutt's reported beneficial ownership to 52,546 common shares following the transaction. Each DSU is the economic equivalent of one common share but the underlying shares will not be issued and Schutt has no voting or dispositive rights with respect to those shares until his service as a director terminates. The grant includes expiration 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. The form is signed by an attorney-in-fact on behalf of Schutt on 09/02/2025.

Positive

• Grant aligns director economic interests with shareholders via Deferred Share Units
• No immediate dilution or cash payout because underlying shares are not issued until termination

Negative

• DSUs carry no voting or dispositive rights until settlement, so no immediate governance influence
• Grant vests at termination only, delaying the director's full alignment in practice

Insights

Financial Analyst

TL;DR: Modest director equity compensation aligns interests without immediate dilution or cash cost.

The 811 DSU award is a routine director compensation mechanism that provides economic exposure to the company's common stock without issuance of shares today. Because DSUs are payable at termination, there is no immediate dilution or cash outlay, and the reported post-transaction beneficial ownership of 52,546 shares reflects existing and newly granted units. The award size (811 units) appears modest relative to typical board grants and is unlikely to materially affect share count or near-term financials. Investors should note the lack of voting rights until settlement, which limits immediate governance impact.

Corporate Governance Expert

TL;DR: Standard governance practice for non-cash director pay; defers settlement and votes until termination.

This Form 4 documents a common practice of using DSUs to compensate directors. The DSU structure preserves alignment between director and shareholder economic interests while deferring issuance and voting power until separation from service. The explicit expiration distinctions between U.S. and non-U.S. participants are standard and limit long-tail obligations. From a governance perspective, the grant does not change board voting dynamics today and appears compliant with typical equity award policies.

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^*

Schutt Ethan

(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		811(1)	A	$0.00	52,546	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 Ethan Schutt	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 transaction did Ethan Schutt report on the Form 4 for NovaGold (NG)?

The Form 4 reports a grant of 811 Deferred Share Units (DSUs) on 09/01/2025.

How many shares does Ethan Schutt beneficially own after the reported transaction?

The filing states a total of 52,546 common shares beneficially owned following the transaction.

Do the Deferred Share Units provide voting rights immediately?

No. The DSUs are economic equivalents of shares but the reporting person has no voting or dispositive rights until termination when underlying shares may be issued.

When do the DSUs expire if the director leaves the company?

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

Who signed the Form 4 and when was it signed?

The form is signed by Tricia Pannier as attorney-in-fact for Ethan Schutt on 09/02/2025.