Director at NOVAGOLD (NG) receives 432 deferred share units grant

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC director Kalidas V. Madhavpeddi reported an acquisition of 432 common share equivalents through a grant of Deferred Share Units (DSUs) at a stated price of $0.00 per unit. Following this award, his reported direct holdings total 62,631 common shares or equivalents.

Each DSU is the economic equivalent of one common share, but the underlying shares are not issued and carry no voting or dispositive rights until his service as a director ends. The footnote states that DSU grants to non-U.S. eligible participants expire on December 31 of the year after termination, while grants to U.S. eligible participants expire 90 days after the termination date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MADHAVPEDDI KALIDAS V

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	432	$0.00	--

Holdings After Transaction: Common Shares — 62,631 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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 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	62,631	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/ Kalidas V. Madhavpeddi	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) report for Kalidas V. Madhavpeddi?

NOVAGOLD reported that director Kalidas V. Madhavpeddi acquired 432 common share equivalents through a grant of Deferred Share Units. The units were recorded at a stated price of $0.00 per share and increased his directly held common shares or equivalents to 62,631.

What are the key terms of the Deferred Share Units granted at NOVAGOLD (NG)?

Each Deferred Share Unit is the economic equivalent of one NOVAGOLD common share. However, the underlying shares are not issued and the director has no voting or dispositive rights in them until his service as a director terminates under the plan’s terms.

How many NOVAGOLD (NG) shares or equivalents does the director hold after this Form 4 transaction?

After the reported grant of 432 Deferred Share Units, director Kalidas V. Madhavpeddi is shown as directly holding 62,631 common shares or common share equivalents. This figure comes directly from the ownership total disclosed following the transaction.

Do the NOVAGOLD (NG) Deferred Share Units carry voting rights before payout?

The Deferred Share Units do not carry voting or dispositive rights before payout. According to the disclosure, the underlying common shares are not issued to the director and he has no voting or disposal authority over them until his board service ends.

When do NOVAGOLD (NG) Deferred Share Unit grants expire for U.S. and non-U.S. participants?

For non-U.S. eligible participants, Deferred Share Unit grants expire on December 31 of the year following the termination date. For U.S. eligible participants, the grants expire 90 days after the participant’s termination date, as specified in the footnote to the transaction.

Was the NOVAGOLD (NG) director’s Form 4 transaction a market purchase or award?

The transaction was reported as a grant or award acquisition, not a market purchase. The Form 4 shows transaction code A, describing a grant, award, or other acquisition, with 432 Deferred Share Units recorded at a stated price of $0.00 per share.