NOVAGOLD (NG) director boosts holding to 17,806 shares via DSU grant

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC director reported a new equity grant. On 12/01/2025, the reporting person acquired 593 common shares at a stated price of $0.00, increasing their beneficial ownership to 17,806 shares held directly.

The filing explains that this grant represents Deferred Share Units (DSUs), each economically equivalent to one common share. The underlying shares are only issued after the director’s service with NOVAGOLD ends, and the director has no voting or disposal rights over those underlying shares until then. For non-U.S. participants, DSUs expire on December 31 of the year following termination, while for U.S. participants they 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

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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^*

MCARTHUR C. KEVIN

(Last) (First) (Middle)

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	17,806	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/ C. Kevin McArthur	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 did NOVAGOLD (NG) disclose in this Form 4 filing?

The filing shows a director of NOVAGOLD RESOURCES INC acquired 593 common shares on 12/01/2025 through a grant linked to Deferred Share Units, bringing total beneficial ownership to 17,806 shares.

How many NOVAGOLD (NG) shares did the director acquire and at what price?

The director acquired 593 common shares, reported at a price of $0.00 per share, reflecting an equity award rather than an open-market purchase.

What are Deferred Share Units (DSUs) in the NOVAGOLD (NG) filing?

Each DSU is economically equivalent to one NOVAGOLD common share, but the underlying shares are not issued and carry no voting or dispositive rights until the director’s service with the company ends.

When do the NOVAGOLD (NG) DSU-related shares become issuable to the director?

The underlying common shares tied to the DSUs will only be issued after the reporting person’s termination of employment or service as a director of NOVAGOLD RESOURCES INC.

What are the DSU expiry rules for U.S. vs. non-U.S. NOVAGOLD (NG) participants?

For non-U.S. Eligible Participants, DSU grants expire on December 31 of the year following the termination date. For U.S. Eligible Participants, grants expire 90 days after the termination date.

What is the director’s total NOVAGOLD (NG) share ownership after this transaction?

Following the reported transaction, the director beneficially owns 17,806 NOVAGOLD common shares in direct form.