[Form 4] NOVAGOLD RESOURCES INC Insider Trading Activity

Rhea-AI Filing Summary

Gregory A. Lang, who serves as President & CEO and a Director of NOVAGOLD RESOURCES INC (NG), acquired 2,934 common shares under the company's Employee Stock Purchase Plan on 09/30/2025 at a weighted-average price of $5.66. The filing reports Mr. Lang's beneficial holdings after the purchases as 107,923 shares directly, 1,494,143 shares held indirectly via a Family Trust, and 445,000 shares held indirectly via an Irrevocable Trust. The purchase price reflects multiple transactions over the quarter at prices ranging from $4.51 to $7.29, and the reporting person has offered to provide a breakdown of the number of shares bought at each price upon request.

Positive

• Insider purchase of 2,934 shares under the Employee Stock Purchase Plan, showing executive participation in company equity
• Transparent disclosure of weighted-average price ($5.66) and price range ($4.51 to $7.29) for the quarter

Negative

• None.

Insights

Financial Analyst

TL;DR Insider participation via the ESPP is a modest positive signal but is immaterial to company valuation.

The reported acquisition of 2,934 shares under the Employee Stock Purchase Plan by the CEO/Director shows continued participation in equity compensation programs and aligns executive incentives with shareholders. The weighted-average price of $5.66 and the disclosed price range of $4.51 to $7.29 indicate purchases executed over the quarter rather than a single timed trade. Given the size of the purchase relative to the CEO's total direct and indirect holdings (direct: 107,923; indirect combined: 1,939,143), the transaction is small and unlikely to materially affect market perceptions or valuation, but it removes a minor overhang of cash compensation and modestly increases insider ownership.

Corporate Governance Expert

TL;DR Routine ESPP purchase by a reporting insider; governance implications are neutral but reflect normal alignment with shareholders.

The Form 4 discloses a standard Employee Stock Purchase Plan acquisition by an executive who is also a director. Disclosure is complete regarding transaction date, weighted-average price, and the range of prices over the quarter, and the filing is signed by an attorney-in-fact. The mix of direct and indirect holdings is clearly itemized, supporting transparency. There are no departures, option exercises, or unusual derivative transactions disclosed that would raise governance concerns.

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).

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)
09/30/2025

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	09/30/2025		A	V	2,934(1)	A	$5.66(2)	107,923	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 third 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 $4.51 to $7.29, 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/ Tricia Pannier as attorney-in-fact for Gregory A. Lang	09/30/2025
	** 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 Gregory A. Lang report on Form 4 for NOVAGOLD RESOURCES INC (NG)?

He reported acquiring 2,934 common shares under the company's Employee Stock Purchase Plan on 09/30/2025.

At what price were the shares purchased in the reported transaction?

The filing shows a weighted-average purchase price of $5.66, with individual purchases during the quarter ranging from $4.51 to $7.29.

How many NOVAGOLD shares does Gregory A. Lang beneficially own after the transaction?

Following the transaction he beneficially owns 107,923 shares directly, 1,494,143 shares via a Family Trust, and 445,000 shares via an Irrevocable Trust.

What is Gregory A. Lang's role at NOVAGOLD?

The Form 4 lists him as both President and CEO and a Director of NOVAGOLD RESOURCES INC.

Were any derivative transactions or option exercises reported?

No derivative securities, options, or convertible security transactions are reported in the provided Form 4 content.