[Form 4] NovaGold Resources Inc. Insider Trading Activity

Rhea-AI Filing Summary

NovaGold director Daniel Muniz-Quintanilla received a grant of 1,622 Deferred Share Units (DSUs) dated 09/01/2025, each DSU representing the economic equivalent of one common share. The DSUs carry no current voting or dispositive rights and will not be settled into shares until the director’s service ends; non-U.S. participants’ grants expire on December 31 of the year after termination and U.S. participants’ grants expire 90 days after termination. After the grant, the reporting person is shown as beneficially owning 21,365 common shares (direct).

Positive

• Director compensation aligned with shareholders through DSUs that track economic value without immediate dilution
• Non-cash, deferred award indicates no immediate cash outflow or share issuance affecting current capitalization

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Grant of DSUs aligns director compensation with shareholder value without immediate dilution or voting impact.

The award of 1,622 DSUs to a sitting director is a routine compensation mechanism to align long-term interests with shareholders while avoiding current share issuance and dilution. Because DSUs do not convey voting or dispositive rights until settlement upon service termination, the company preserves its current governance structure. The different expiration rules for U.S. versus non-U.S. participants are standard and create predictable post-termination timelines for settlement and forfeiture.

Securities Analyst

TL;DR: The DSU grant is immaterial to immediate capital structure and likely neutral for near-term investor valuation.

From a securities perspective, a grant of 1,622 DSUs recorded as an award at $0.00 price indicates a non-cash, deferred compensation event rather than a purchase or sale. The reporting person’s beneficial ownership of 21,365 shares post-grant should be noted, but the economic settlement timing limits immediate market impact. No disposal or cash proceeds are involved, and there is no evidence of accelerated issuance that would affect share count 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

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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^*

Muniz Quintanilla Daniel

(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		1,622(1)	A	$0.00	21,365	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 Daniel Muniz-Quintanilla	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 NovaGold director Daniel Muniz-Quintanilla receive?

He received 1,622 Deferred Share Units (DSUs), each equivalent to one common share economically, granted on 09/01/2025.

Do the DSUs provide voting rights or shares now?

No. The DSUs do not provide voting or dispositive rights and will not be settled into shares until the director’s service terminates.

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

21,365 common shares are reported as beneficially owned following the DSU grant.

Are the DSUs treated differently for U.S. and non-U.S. participants?

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

Was any cash paid for the DSUs?

No cash payment. The reported price for the DSU grant is $0.00, indicating a compensated grant rather than a purchase.