Deferred share unit grant to NovaGold (NG) director Erfan Ali

Rhea-AI Filing Summary

Erfan Ali reported acquisition or exercise transactions in this Form 4 filing.

NOVAGOLD RESOURCES INC director Erfan Ali reported an award of 432 Deferred Share Units (DSUs), which are each economically equivalent to one common share. The grant was made at a stated price of $0.00 per unit and increases his directly held units to 2,595. The underlying common shares will not be issued and he will not have voting or dispositive rights over them until his service as a director ends, subject to expiration rules based on U.S. or non-U.S. status.

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^*

Erfan Ali

(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	2,595	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/ Ali Erfan	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) director Erfan Ali report?

Erfan Ali reported receiving 432 Deferred Share Units as a grant. These units are economically equivalent to NOVAGOLD common shares and increased his directly held units to 2,595, with no cash paid and issuance deferred until his board service ends.

What are Deferred Share Units (DSUs) in NOVAGOLD (NG)'s Form 4 filing?

The DSUs are awards economically equivalent to one NOVAGOLD common share each. The underlying shares are not issued immediately, and the director has no voting or dispositive rights over those shares until his service ends, subject to specific post-termination expiry rules.

Did Erfan Ali buy or sell NOVAGOLD (NG) shares in this Form 4?

The filing shows an acquisition through a grant, not an open-market trade. Erfan Ali received 432 Deferred Share Units at a stated price of $0.00, reflecting compensation rather than a traditional share purchase or sale transaction.

How many NOVAGOLD (NG) units does Erfan Ali hold after this DSU grant?

After the reported grant, his directly held units total 2,595. This figure reflects the cumulative position following the 432 Deferred Share Units awarded in the reported transaction, as disclosed in the ownership totals after the acquisition.

When will the NOVAGOLD (NG) DSU grant to Erfan Ali settle into common shares?

The underlying common shares will only be issued after his termination as a director. For non-U.S. Eligible Participants, grants expire December 31 of the year after termination; for U.S. Eligible Participants, grants expire 90 days after the termination date.

Does Erfan Ali have voting rights on the NOVAGOLD (NG) shares linked to these DSUs?

He does not currently have voting or dispositive rights over the underlying common shares. Those rights arise only when the common shares are actually issued after his board service ends, within the specified post-termination time limits.