Director at NOVAGOLD (NG) receives 865 deferred share units in equity grant

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC director Elaine J Dorward-King reported an equity award under the company’s compensation plan. On this Form 4, she acquired 865 Deferred Share Units (DSUs), each economically equivalent to one common share, at a price of $0.00 per unit. After this grant, her direct holdings total 36,130 common shares. The footnote explains that the underlying common shares will not be issued, and she will not have voting or dispositive rights over them, until her service as a director ends, with DSU expiration timing tied to whether she is a U.S. or non-U.S. participant.

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

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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)
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		865(1)	A	$0.00	36,130	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/ Elaine J. Dorward-King	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.

FAQ

What insider transaction did NOVAGOLD (NG) report for Elaine J Dorward-King?

NOVAGOLD reported that director Elaine J Dorward-King received a grant of 865 Deferred Share Units. These units are equity awards economically equivalent to common shares and increased her direct holdings to 36,130 common shares after the transaction.

What type of shares were involved in Elaine Dorward-King’s NOVAGOLD Form 4?

The Form 4 shows a grant of Deferred Share Units (DSUs), each economically equivalent to one NOVAGOLD common share. These are non-derivative equity awards rather than open-market purchases, awarded at a price of $0.00 per unit.

How many NOVAGOLD shares does Elaine Dorward-King hold after this Form 4 transaction?

Following the reported grant, Elaine J Dorward-King directly holds 36,130 NOVAGOLD common shares. This figure, disclosed in the Form 4, reflects her total direct ownership immediately after receiving the 865 Deferred Share Units.

Does Elaine Dorward-King have voting rights on the NOVAGOLD DSUs reported?

According to the footnote, she does not have voting or dispositive rights over the underlying common shares for these DSUs until her employment or director service with NOVAGOLD ends, when the related common shares would be issuable.

How are NOVAGOLD’s Deferred Share Units treated upon a director’s termination?

The footnote states DSU treatment depends on participant status. For non-U.S. participants, grants expire on December 31 of the year following termination, while for U.S. participants, grants expire 90 days after the reporting person’s termination date.

Was the NOVAGOLD Form 4 transaction a market purchase or sale of shares?

No, the Form 4 describes a grant classified under transaction code "A" for grant, award, or other acquisition. It records an award of 865 Deferred Share Units at $0.00 per unit, not an open-market buy or sell transaction.