NOVAGOLD Resources Inc. (NG) director granted 593 DSUs at zero cost

Rhea-AI Filing Summary

NOVAGOLD Resources Inc. reported a routine insider equity award for one of its directors. On 12/01/2025, the director received a grant of 593 deferred share units (DSUs), recorded as an acquisition at a price of $0.00 per unit. After this grant, the director beneficially owned 53,139 common shares.

Each DSU represents the economic equivalent of one NOVAGOLD common share, but the underlying shares will not be issued and the director will not have voting or dispositive rights over them until the director’s service with the company ends. For non-U.S. eligible participants, DSU grants expire on December 31 of the year following termination, while for U.S. eligible participants, grants expire 90 days after termination.

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)
12/01/2025

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	12/01/2025		A		593(1)	A	$0.00	53,139	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	12/02/2025
	** 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 insider transaction did NOVAGOLD Resources Inc. (NG) disclose in this Form 4?

The filing shows that a NOVAGOLD director received a grant of 593 deferred share units (DSUs) on 12/01/2025 at a price of $0.00 per unit.

How many NOVAGOLD (NG) shares does the reporting director own after this transaction?

Following the DSU grant, the reporting director beneficially owned 53,139 common shares of NOVAGOLD Resources Inc.

What is a deferred share unit (DSU) in the NOVAGOLD (NG) Form 4 filing?

The Form 4 states that each DSU is the economic equivalent of one NOVAGOLD common share, but the underlying common shares are not issued and carry no voting or dispositive rights until the director’s service ends.

When do NOVAGOLD (NG) DSU grants become issuable to the director?

According to the filing, the underlying common shares for the DSUs will not be issued, and the director will not have voting or dispositive rights, until termination of the director’s employment or service with NOVAGOLD Resources Inc.

How long do NOVAGOLD (NG) DSU grants remain outstanding after a director leaves?

For non-U.S. eligible participants, DSU grants expire on December 31 of the year following the termination date, while for U.S. eligible participants, they expire 90 days following the termination date.

Is the NOVAGOLD (NG) Form 4 transaction a purchase or a sale of shares?

The Form 4 reports the transaction as an acquisition of 593 DSUs at $0.00, reflecting an equity award rather than an open-market purchase or sale.