Novagold director granted 576 deferred units

NOVAGOLD director Kalidas V. Madhavpeddi received a 576-unit DSU award, increasing his reported direct and indirect economic exposure to NG shares.

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC (symbol: NG) is the issuer of record for a Form 4 filing submitted to the SEC. MADHAVPEDDI KALIDAS V reported acquisition or exercise transactions in this Form 4 filing.

NOVAGOLD RESOURCES INC (NG) reported that director Kalidas V. Madhavpeddi received a grant of 576 Deferred Share Units (DSUs) on September 1, 2026. Each DSU is the economic equivalent of one common share, but the underlying shares will not be issued and carry no voting or dispositive rights until his service as director ends.

After this grant, he holds 63,858 common shares directly, plus 55,152 shares held indirectly through Azteca Consulting LLC and 80,404 shares held indirectly through the Madhavpeddi Family Trust. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 576 shares

Grant/Award 3 txns

Insider MADHAVPEDDI KALIDAS V

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1	576	$0.00	$0.00
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 63,858 shares (Direct); Common Shares — 55,152 shares (Indirect, Azteca Consulting LLC); Common Shares — 80,404 shares (Indirect, Madhavpeddi Family Trust)

Footnotes (1)

1. F1. 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.

Key Figures

DSUs granted: 576 units Direct common shares held: 63,858 shares Indirect shares via Azteca Consulting LLC: 55,152 shares +3 more

6 metrics

DSUs granted 576 units Deferred Share Units granted to director on September 1, 2026

Direct common shares held 63,858 shares Direct ownership after the September 1, 2026 grant

Indirect shares via Azteca Consulting LLC 55,152 shares Indirect ownership reported as of September 1, 2026

Indirect shares via Madhavpeddi Family Trust 80,404 shares Indirect ownership reported as of September 1, 2026

DSU expiration for non-U.S. participants December 31 of the year after termination Stated expiration for grants to non-U.S. Eligible Participants

DSU expiration for U.S. participants 90 days after termination date Stated expiration for grants to U.S. Eligible Participants

Key Terms

Deferred Share Units (DSUs), economic equivalent, voting or dispositive rights, Eligible Participants, +1 more

5 terms

Deferred Share Units (DSUs) financial

"Grant of Deferred Share Units (DSUs). Each DSU is the economic equivalent"

Deferred share units (DSUs) are a form of long-term compensation that give an executive or director a payable claim whose value moves with the company’s stock price but is not paid out until a later date, often when they leave the company. Think of a DSU as an IOU tied to the share price that becomes cash or shares in the future; investors watch DSUs because they affect potential share dilution, the timing of cash outflows, and whether management’s interests align with long-term shareholder value.

economic equivalent financial

"Each DSU is the economic equivalent of one share of the Issuer's"

voting or dispositive rights regulatory

"the reporting person shall not have any voting or dispositive rights"

Eligible Participants regulatory

"Grants to non-U.S. Eligible Participants will expire on December 31"

termination date other

"the year following the reporting person's termination date; grants to U.S."

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

FAQ

What insider transaction did NOVAGOLD (NG) report for Kalidas V. Madhavpeddi?

NOVAGOLD reported that director Kalidas V. Madhavpeddi received a grant of 576 Deferred Share Units (DSUs) on September 1, 2026. The grant is classified as a grant, award, or other acquisition of common share equivalents for compensation.

How many NOVAGOLD (NG) shares does Kalidas V. Madhavpeddi hold directly after this filing?

Following the September 1, 2026 DSU grant, Kalidas V. Madhavpeddi is reported as holding 63,858 common shares directly of NOVAGOLD RESOURCES INC.

What indirect NOVAGOLD (NG) holdings are reported for Kalidas V. Madhavpeddi?

The filing reports 55,152 common shares held indirectly through Azteca Consulting LLC and 80,404 common shares held indirectly through the Madhavpeddi Family Trust as of September 1, 2026.

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

The DSUs granted are described as the economic equivalent of one share of NOVAGOLD’s common stock each. The underlying common shares are not issued, and the reporting person has no voting or dispositive rights over them until service as director terminates.

When will the NOVAGOLD (NG) DSUs for Kalidas V. Madhavpeddi be settled or expire?

The filing states the underlying common shares will be issued only after termination of his employment or services as a director. Grants to non-U.S. Eligible Participants expire on December 31 of the year after termination; grants to U.S. Eligible Participants expire 90 days after termination.

Were the NOVAGOLD (NG) insider transactions made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox indicates no transactions were affirmed under a Rule 10b5-1 trading plan for this Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 12:32 PM Accepted by SEC EDGAR 09/03/2026 - 12:31 PM Learn about SEC filing dates

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^*

MADHAVPEDDI KALIDAS V

(Last) (First) (Middle)

C/O NOVAGOLD RESOURCES INC.

201 SOUTH MAIN STREET, SUITE 400

(Street)

SALT LAKE CITY UTAH 84111

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/01/2026		A		576(1)	A	$0.00	63,858	D
Common Shares								55,152	I	Azteca Consulting LLC
Common Shares								80,404	I	Madhavpeddi Family 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. 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/ Sean Pettey, as attorney-in-fact for Kalidas V. Madhavpeddi	09/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)