NovaGold Resources (NG) director exercises 35,200 options and trims stake

Rhea-AI Filing Summary

NOVA Gold Resources director Elaine J. Dorward-King reported several share transactions on January 27, 2026. She exercised a stock option for 35,200 Common Shares at an exercise price of $9.96 per share, converting previously granted options that fully vested between 2021 and 2023.

On the same day, 33,311 Common Shares were disposed of with transaction code “F” at $10.525 per share, typically indicating shares withheld or sold to cover taxes, and an additional 11 Common Shares were sold with transaction code “S” at $10.415 per share. Following these transactions, she directly owned 35,265 Common Shares. The underlying option, originally expiring on November 30, 2025, had its expiration extended to February 6, 2026 under the Stock Award Plan.

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^*

Dorward-King Elaine J

(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)
01/27/2026

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	01/27/2026		M		35,200	A	$9.96	68,587	D
Common Shares	01/27/2026		F		33,311	D	$10.525	35,276	D
Common Shares	01/27/2026		S		11	D	$10.415	35,265	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
Stock Option (right to buy)	$9.96	01/27/2026		M			35,200	(1)	02/06/2026(2)	Common Shares	35,200	$0	0	D

Explanation of Responses:

1. These options were granted on December 1, 2020 and vested as follows: 1/3 on 12/1/2021; 1/3 on 12/1/2022; and 1/3 on 12/1/2023.

2. The expiration date of this stock option was extended from the original expiration date of November 30, 2025, through February 6, 2026, pursuant to the terms of the Stock Award Plan.

Remarks:

	/s/ Elaine J. Dorward-King	01/29/2026
	** 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 activity did NOVAGOLD (NG) report for Elaine Dorward-King?

Elaine J. Dorward-King exercised a stock option for 35,200 NOVAGOLD Common Shares at $9.96 and disposed of 33,311 shares (code F) plus 11 shares (code S) on January 27, 2026, ending with 35,265 Common Shares owned directly.

How many NOVAGOLD (NG) shares does Elaine Dorward-King own after this Form 4?

After the reported transactions, Elaine J. Dorward-King directly owns 35,265 NOVAGOLD Common Shares. This reflects exercising 35,200 option shares, followed by dispositions of 33,311 shares under transaction code F and 11 shares under transaction code S, all on January 27, 2026.

What stock option did Elaine Dorward-King exercise in NOVAGOLD (NG)?

She exercised a stock option covering 35,200 NOVAGOLD Common Shares at an exercise price of $9.96 per share. The option was granted on December 1, 2020 and vested in three equal installments on 12/1/2021, 12/1/2022, and 12/1/2023, before being fully exercised.

What do the F and S transaction codes mean in this NOVAGOLD (NG) Form 4?

Transaction code F indicates 33,311 NOVAGOLD Common Shares were disposed of, typically to satisfy tax obligations in connection with an award. Transaction code S shows a separate sale of 11 shares. Both occurred on January 27, 2026 at prices of $10.525 and $10.415 respectively.

Was the expiration date of Elaine Dorward-King’s NOVAGOLD (NG) option changed?

Yes. The stock option’s expiration was extended from its original November 30, 2025 date to February 6, 2026. This change was made pursuant to the terms of NOVAGOLD’s Stock Award Plan and is disclosed in the Form 4 footnotes for the derivative security.

When were Elaine Dorward-King’s NOVAGOLD (NG) options granted and how did they vest?

The options were granted on December 1, 2020 and vested in three equal installments. One-third vested on 12/1/2021, another third on 12/1/2022, and the final third on 12/1/2023, as specified in the footnotes to the Form 4 filing.