NG Insider Activity: CEO Adds Shares via ESPP on June 30 2025

Rhea-AI Filing Summary

NovaGold Resources Inc. (NG) – Form 4 filing dated 30-Jun-2025

President & CEO Gregory A. Lang reported the acquisition of 4,705 common shares under the company’s Employee Stock Purchase Plan (ESPP) during Q2-2025. The weighted-average purchase price was $3.53, with actual prices ranging from $2.87-$4.34. After this transaction, Lang’s direct holdings rise to 104,989 shares. He also continues to hold 1,494,143 shares indirectly through a family trust and 445,000 shares through an irrevocable trust, bringing his total beneficial ownership to roughly 2.04 million shares.

The filing uses transaction code “A” (acquisition) and indicates the shares were purchased via an ESPP rather than an open-market buy. No derivative security activity was reported.

Although the purchase value is modest (~US$17 k), insider buying—especially by the CEO—can signal management’s confidence in the company’s outlook. However, because the acquisition was executed through a pre-arranged plan and represents less than 0.1 % of outstanding shares, market impact is likely limited.

Positive

• CEO Insider Purchase: Acquisition of 4,705 shares by the President & CEO signals continued confidence.
• Incremental Ownership Increase: Total beneficial ownership exceeds 2 million shares, aligning management with shareholders.

Negative

• Immaterial Size: Purchase value (~$17 k) is insignificant relative to company market cap and insider’s prior holdings.
• Plan-Based Transaction: Shares were bought through the ESPP, reducing the discretionary signal often associated with open-market buys.

Insights

Securities Analyst

TL;DR: Small ESPP purchase by CEO is a mild positive confidence signal but immaterial in size; overall market impact limited.

CEO Gregory Lang added 4,705 NG shares at a weighted $3.53 via the Employee Stock Purchase Plan. Direct ownership rises to ~105 k shares; total beneficial stake tops 2 million shares (≈0.6 % of diluted outstanding). While insider buying is directionally encouraging, the purchase is routine, plan-based, and financially insignificant relative to float and CEO’s existing stake. I view the filing as neutral-to-slightly positive; it does not materially alter valuation or risk profile.

Corporate Governance Expert

TL;DR: Routine ESPP buy shows alignment but lacks stand-alone significance; governance risk unchanged.

The transaction occurs under Rule 10b5-1(c), reflecting compliance and transparency. Continued participation in the ESPP aligns executive incentives with shareholders, yet the dollar amount (~$17 k) is too small to alter incentive structures or governance assessment. No red-flags such as sales or derivative hedging appear. Overall governance impact is neutral, with a slight positive tilt for continued share accumulation.

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^*

Lang Gregory A.

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		A	V	4,705(1)	A	$3.53(2)	104,989	D
Common Shares								1,494,143	I	Family Trust
Common Shares								445,000	I	Irrevocable Trust

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. Represents shares acquired under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan during the second calendar quarter of 2025.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions over a three-month period at prices ranging from $2.87 to $4.34, inclusive. The reporting person undertakes to provide to NOVAGOLD RESOURCES INC, any security holder of NOVAGOLD RESOURCES INC., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Tricia Pannier as attorney-in-fact for Gregory A. Lang	06/30/2025
	** 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

How many NovaGold (NG) shares did CEO Gregory A. Lang purchase?

He acquired 4,705 common shares on 30-Jun-2025 under the Employee Stock Purchase Plan.

What was the purchase price for the shares bought by the CEO?

The weighted-average price was $3.53, with individual transactions ranging from $2.87 to $4.34.

What is Gregory A. Lang’s total beneficial ownership after the transaction?

Direct holdings are 104,989 shares; including trust holdings, total beneficial ownership is approximately 2.04 million shares.

Was the transaction an open-market buy or plan-based?

It was a plan-based acquisition through NovaGold’s Employee Stock Purchase Plan, indicated by transaction code “A”.

Does this Form 4 filing suggest a major change in NovaGold’s outlook?

The purchase is small and routine, so it does not materially alter the company’s outlook but may reflect modest insider confidence.