NOVAGOLD director granted 432 deferred share units

Schutt Ethan reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Schutt Ethan reported acquisition or exercise transactions in this Form 4 filing.

NOVAGOLD Resources director Ethan Schutt received an equity-based compensation award in the form of deferred share units (DSUs). The grant covers 432 DSUs, each economically equivalent to one common share and awarded at no cash cost. The underlying common shares will only be issued, and voting or dispositive rights will only arise, after his service as a director ends. Following this award, Schutt is reported as beneficially owning 53,571 common shares.

Insights

Equity compensation analyst

Routine director equity award with deferred settlement and no cash outlay.

This Form 4 shows NOVAGOLD Resources granting director Ethan Schutt 432 deferred share units (DSUs). DSUs are equity-based compensation instruments that mirror the value of common shares without immediate share issuance or cash payment.

The footnote explains each DSU equals one common share economically, but the underlying shares are not issued and carry no voting or dispositive rights until Schutt’s board service ends. This makes the award a non-cash, long-term incentive rather than an open-market purchase.

The transaction is small relative to typical market capitalizations and appears to be a standard component of director compensation. It does not, on its own, signal a change in strategy or outlook but modestly increases Schutt’s equity-linked exposure to NOVAGOLD Resources.

Insider Trade Summary

Grant/Award: 432 shares

Grant/Award 1 txn

Insider Schutt Ethan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	432	$0.00	$0.00

Holdings After Transaction: Common Shares — 53,571 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NOVAGOLD (NG) director Ethan Schutt acquire in this Form 4 filing?

Ethan Schutt received a grant of 432 deferred share units (DSUs). Each DSU is economically equivalent to one NOVAGOLD common share, awarded at no cash cost as part of his director compensation, with settlement deferred until his board service ends.

Are the NOVAGOLD (NG) shares underlying Ethan Schutt’s DSUs issued immediately?

No, the underlying common shares are not issued immediately. According to the footnote, shares tied to the 432 DSUs will only be issued after Schutt’s termination of service as a director, delaying ownership, voting, and dispositive rights.

Does Ethan Schutt have voting rights on the NOVAGOLD (NG) shares tied to these DSUs?

He does not currently have voting or dispositive rights on the underlying shares. The filing states such rights only arise when the common shares are actually issued, which occurs after his service as a director ends.

How many NOVAGOLD (NG) common shares does Ethan Schutt beneficially own after this transaction?

The Form 4 reports 53,571 NOVAGOLD common shares beneficially owned after the award. This figure includes holdings reported following the 432 deferred share units grant, reflecting his updated beneficial ownership position as a director.

What is the expiration treatment of NOVAGOLD (NG) deferred share units granted to Ethan Schutt?

The DSUs have different expirations based on U.S. status. Grants to non-U.S. eligible participants expire on December 31 of the year after termination, while grants to U.S. eligible participants expire 90 days following the termination date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/04/2026 - 03:54 PM Learn about SEC filing dates

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^*

Schutt Ethan

(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)
03/02/2026

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	03/02/2026		A		432(1)	A	$0.00	53,571	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/ Ethan Schutt	03/04/2026
	** 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.