NOVAGOLD (NG) CEO Gregory Lang adds 1,791 ESPP shares and details holdings

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC. President and CEO Gregory A. Lang reported buying common shares through an employee stock purchase program. On 12/31/2025, he acquired 1,791 common shares, recorded as an acquisition, at a weighted average price of $9.27 per share based on purchases made over the fourth calendar quarter of 2025 at prices between $7.94 and $10.23.

After this transaction, he beneficially owns 109,714 common shares directly, plus 1,494,143 common shares held through a family trust and 445,000 common shares held through an irrevocable trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Lang Gregory A.

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	1,791	$9.27	$17K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 109,714 shares (Direct); Common Shares — 1,494,143 shares (Indirect, Family Trust)

Footnotes (1)

1. Represents shares acquired under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan during the fourth calendar quarter of 2025. 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 $7.94 to $10.23, 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.

Form 4 Insider Transactions: What Each Field Means →

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)
12/31/2025

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	12/31/2025		A	V	1,791(1)	A	$9.27(2)	109,714	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 fourth 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 $7.94 to $10.23, 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/ Gregory A. Lang	01/06/2026
	** 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 insider transaction did NOVAGOLD (NG) disclose in this Form 4?

The filing reports that Gregory A. Lang, President, CEO and Director of NOVAGOLD RESOURCES INC., acquired 1,791 common shares on 12/31/2025 through an employee stock purchase program.

At what price were the NOVAGOLD (NG) shares acquired by the CEO?

The 1,791 common shares were acquired at a weighted average price of $9.27 per share, based on purchases over the fourth calendar quarter of 2025 at prices ranging from $7.94 to $10.23.

What is Gregory A. Lang’s total direct shareholding in NOVAGOLD (NG) after this transaction?

Following the reported transaction, Gregory A. Lang directly owns 109,714 NOVAGOLD common shares.

What indirect NOVAGOLD (NG) holdings does the reporting person have?

In addition to his direct holdings, Gregory A. Lang has indirect beneficial ownership of 1,494,143 common shares through a family trust and 445,000 common shares through an irrevocable trust.

How were the NOVAGOLD (NG) shares acquired according to the filing?

The filing states that the reported shares were acquired under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan during the fourth calendar quarter of 2025.

Does the filing explain how the reported average price for NOVAGOLD (NG) shares was calculated?

Yes. It explains that the $9.27 figure is a weighted average price, and the shares were purchased in multiple transactions over three months at prices between $7.94 and $10.23, inclusive.