NovaGold (NG) director Dawn Whittaker receives 38,200 stock options at $8.75

Rhea-AI Filing Summary

NovaGold Resources director Dawn Patricia Whittaker reported a new stock option grant. On 02/02/2026, she received 38,200 stock options with an exercise price of $8.75 per share, converted from a Canadian price of C$11.87. The options expire on 02/01/2031.

The grant was made at no cost for the options themselves and is held directly. The options vest in three equal installments: one-third on 02/02/2027, one-third on 02/02/2028, and one-third on 02/02/2029, aligning the director’s incentives with longer-term company performance.

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^*

Whittaker Dawn Patricia

(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)
02/02/2026

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

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
Stock Option (right to buy)	$8.75(1)	02/02/2026		A		38,200		(2)	02/01/2031	Common Shares	38,200	$0	38,200	D

Explanation of Responses:

1. The exercise price reported above was converted from the Canadian exercise price of C$11.87 using an exchange rate of CAD$1.356=U.S.$1.00.

2. The options vest as follows: 1/3 on 02/02/2027; 1/3 on 02/02/2028; and 1/3 on 02/02/2029.

Remarks:

	/s/ Dawn Patricia Whittaker	02/04/2026
	** 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 did Dawn Patricia Whittaker report in NovaGold (NG) on this Form 4?

She reported receiving 38,200 NovaGold stock options as a director. The options were granted on 02/02/2026, are held directly, carry a per-share exercise price of $8.75, and expire on 02/01/2031, indicating a long-term equity-based compensation award.

What is the exercise price of the NovaGold (NG) options granted to Dawn Patricia Whittaker?

The options have an exercise price of $8.75 per share, converted from a Canadian price of C$11.87. The filing notes this used an exchange rate of CAD$1.356 to U.S.$1.00, setting the cost at which she can buy NovaGold shares if exercised.

How many NovaGold (NG) stock options does Dawn Patricia Whittaker now beneficially own?

She beneficially owns 38,200 stock options following the reported grant. All of these options relate to NovaGold common shares and are held directly, with the full amount tied to this single award granted on 02/02/2026 under the company’s equity incentives.

When do Dawn Patricia Whittaker’s NovaGold (NG) options vest?

The options vest in three equal installments over three years. One-third vests on 02/02/2027, another third on 02/02/2028, and the final third on 02/02/2029, creating a staged vesting schedule that rewards continued board service over time.

When do the NovaGold (NG) options granted to Dawn Patricia Whittaker expire?

The options expire on 02/01/2031, giving nearly five years from the first vesting date to exercise. After this expiration date, any unexercised options become worthless, so potential value depends on NovaGold’s share price before that deadline.

Did Dawn Patricia Whittaker pay anything for the NovaGold (NG) option grant?

The reported price of the derivative security is $0, indicating no cash payment for receiving the options. Her economic exposure comes from potentially exercising at the $8.75 exercise price in the future if NovaGold’s share price exceeds that level.