[Form 4] NovaGold Resources Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dawn Patricia Whittaker, a director of NovaGold Resources Inc. (NG), was granted 1,622 Deferred Share Units (DSUs) on 09/01/2025. Each DSU is the economic equivalent of one common share but the underlying shares will not be issued and carry no voting or dispositive rights until the reporting person’s service as a director ends. Following the grant, the reporting person beneficially owns 21,365 common shares. The DSUs have different post-termination expiry rules for U.S. and non-U.S. participants as described in the filing.

Positive

• Grant of 1,622 Deferred Share Units (DSUs) to Director Dawn Patricia Whittaker dated 09/01/2025
• Beneficial ownership reported as 21,365 common shares following the reported transaction
• DSUs described as economic equivalents of common shares, per the filing

Negative

• DSUs do not provide voting or dispositive rights until termination of the reporting person’s service
• Underlying common shares will not be issued to the reporting person while serving as a director

Insights

Financial Analyst

TL;DR: Routine director compensation grant of 1,622 DSUs, increasing reported beneficial ownership to 21,365 shares.

The Form 4 reports a non-cash award of 1,622 Deferred Share Units to a company director dated 09/01/2025. DSUs are described as economic equivalents of common shares without issuance or voting rights until termination of service. This is a common mechanism to defer director compensation and align long-term economic interests without immediate dilution. The filing is administrative and does not report cash purchase or sale activity.

Corporate Governance Expert

TL;DR: Governance-standard grant with typical vesting/expiration provisions for DSUs.

The disclosure details standard DSU terms: no voting/dispositive rights until termination and differing expiry windows for U.S. versus non-U.S. participants. The grant was filed under Section 16 and executed by an attorney-in-fact, indicating routine compliance with insider reporting requirements. There are no indications of unusual terms or immediate control changes based on the information provided.

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^*

Whittaker Dawn Patricia

(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 Dawn Patricia Whittaker	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 Dawn Patricia Whittaker report on Form 4 for NovaGold (NG)?

The Form 4 reports a grant of 1,622 Deferred Share Units (DSUs) on 09/01/2025, increasing beneficial ownership to 21,365 common shares.

Do the granted DSUs carry voting rights immediately?

No. The filing states the DSUs carry no voting or dispositive rights until termination of the reporting person’s employment or service as a director.

Were any shares issued or sold as part of this transaction?

No. The transaction is a grant of DSUs with a reported price of $0.00 and the underlying common shares will not be issued while the director continues service.

When do the DSUs expire according to the filing?

The filing states grants to non-U.S. Eligible Participants expire on December 31 of the year following termination, while grants to U.S. Eligible Participants expire 90 days after termination.

Who signed the Form 4 and when was it filed?

The Form 4 was signed /s/ Tricia Pannier as attorney-in-fact for Dawn Patricia Whittaker and dated 09/02/2025.