[Form 4] NovaGold Resources Inc. Insider Trading Activity

Rhea-AI Filing Summary

NovaGold director Erfan Ali was granted 100,000 stock options on 08/11/2025. The options have an exercise price of $5.66, are held directly, and result in 100,000 derivative securities beneficially owned following the grant. The options vest in three equal installments: one-third on 08/11/2026, one-third on 08/11/2027, and one-third on 08/11/2028, and the record shows an expiration date of 08/11/2030. This filing documents a director compensation grant of options that become exercisable over multiple years, aligning potential share acquisition with future service.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant; structured multi-year vesting aligns incentives without immediate share dilution.

The Form 4 reports a standard equity award to a director: 100,000 stock options with an exercise price of $5.66, vested in three equal annual tranches beginning one year after grant. Vesting over 2026-2028 promotes retention and ties potential upside to continued service. The options are recorded as direct beneficial ownership and show an expiration in 2030. From a governance perspective, this is typical compensation practice and appears procedural rather than unusual or extraordinary.

Compensation Analyst

TL;DR: Compensation grant of 100,000 options at $5.66 is a standard retention award; impact depends on company share count and strike relative to market price.

The disclosure confirms acquisition of 100,000 stock options at a $5.66 exercise price, vesting in thirds over three years and expiring in 2030. This structure is consistent with multi-year retention incentives for directors. The filing does not disclose underlying share count or grant value in dollars, so assessing dilution or relative cost to shareholders requires additional company capitalization data not provided here.

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^*

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)
08/11/2025

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
Stock Option (right to buy)	$5.66	08/11/2025		A		100,000		(1)	08/11/2030	Common Shares	100,000	$0	100,000	D

Explanation of Responses:

1. The options vest as follows: 1/3 on 8/11/2026; 1/3 on 8/11/2027; and 1/3 on 8/11/2028.

Remarks:

	/s/ Tricia Pannier as attorney-in-fact for Ali Erfan	08/11/2025
	** 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 Form 4 was filed for Erfan Ali, who is identified as a director of NovaGold Resources Inc.

What was acquired by the reporting person in the NG Form 4?

The reporting person acquired 100,000 stock options (derivative securities) with an exercise price of $5.66.

What is the vesting schedule for the options reported for NG?

The options vest in three equal parts: 1/3 on 08/11/2026, 1/3 on 08/11/2027, and 1/3 on 08/11/2028.

Are the options reported for NG direct or indirect ownership?

The filing shows the options are held in a direct (D) ownership form.

What is the expiration date shown for the option grant in the NG filing?

The form indicates an expiration date of 08/11/2030 for the reported options.