Novagold director granted 1,151 deferred units

A NOVAGOLD Resources director received additional deferred share units as equity compensation, with delivery of the underlying common shares deferred until his board service ends.

Rhea-AI Filing Summary

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

NOVAGOLD RESOURCES INC (NG) reported that director Thomas Scott Kaplan received a grant of 1,151.2800 Deferred Share Units on September 1, 2026. Each DSU is the economic equivalent of one common share and vested immediately, but the underlying shares will be issued only after his service as director ends, and he currently has no voting or dispositive rights over them. Following this award, Kaplan directly holds 120,419.3380 Deferred Share Units, and no Rule 10b5-1 plan is reported. The DSU grants will expire no later than 90 days after his termination date.

Insider Trade Summary

Grant/Award: 1,151.28 shares

Grant/Award 1 txn

Insider KAPLAN THOMAS SCOTT

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Unit F1	1,151.28	$0.00	$0.00

Holdings After Transaction: Deferred Share Unit — 120,419.338 contracts (Direct)

Footnotes (1)

1. F1. Each Deferred Share Unit ("DSU") is the economic equivalent of one of the Issuer's common shares. The DSUs vested immediately upon issuance; however, 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 the Issuer. The grants will expire no later than 90 days after the reporting person's termination date.

Key Figures

Deferred Share Units granted: 1,151.2800 units Deferred Share Units held after transaction: 120,419.3380 units Underlying common shares per DSU: 1 share per unit +2 more

5 metrics

Deferred Share Units granted 1,151.2800 units Grant to director Thomas Scott Kaplan on September 1, 2026

Deferred Share Units held after transaction 120,419.3380 units Director’s direct holdings of DSUs following the September 1, 2026 grant

Underlying common shares per DSU 1 share per unit Each DSU is the economic equivalent of one common share

Transaction price per DSU $0.0000 per unit Reported price for the DSU grant on September 1, 2026

Grant expiry timing 90 days Grants will expire no later than 90 days after the reporting person’s termination date

Key Terms

Deferred Share Unit, economic equivalent, voting or dispositive rights, termination of the reporting person's employment or services as a director

4 terms

Deferred Share Unit financial

"Each Deferred Share Unit ("DSU") is the economic equivalent of one"

economic equivalent financial

"Each Deferred Share Unit ("DSU") is the economic equivalent of one"

voting or dispositive rights financial

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

termination of the reporting person's employment or services as a director regulatory

"until termination of the reporting person's employment or services as a director"

FAQ

What insider transaction did NOVAGOLD (NG) report for Thomas Scott Kaplan?

NOVAGOLD reported that director Thomas Scott Kaplan received a grant of 1,151.2800 Deferred Share Units on September 1, 2026, as equity compensation, increasing his directly held Deferred Share Units to 120,419.3380.

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

Each Deferred Share Unit is the economic equivalent of one common share and vested immediately. However, the underlying common shares will not be issued, and the director has no voting or dispositive rights over them, until termination of his employment or services as a director.

When will the underlying NOVAGOLD (NG) common shares from the DSUs be issued?

The filing states that the underlying common shares will not be issued to the reporting person until termination of his employment or services as a director of NOVAGOLD Resources Inc.

Do the NOVAGOLD (NG) DSUs grant current voting rights to the director?

No. The company states that the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares until his termination as a director, even though the Deferred Share Units vested immediately.

When do the NOVAGOLD (NG) Deferred Share Unit grants expire?

According to the filing footnote, the grants will expire no later than 90 days after the reporting person’s termination date from employment or services as a director of NOVAGOLD Resources Inc.

Was the NOVAGOLD (NG) DSU grant made under a Rule 10b5-1 trading plan?

No. The document-level checkbox indicates no Rule 10b5-1 plan is reported for this Form 4, so the DSU grant is not affirmed as made under a pre-arranged trading plan.

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Available on EDGAR 09/03/2026 - 11:10 AM Accepted by SEC EDGAR 09/03/2026 - 11:10 AM 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^*

KAPLAN THOMAS SCOTT

(Last) (First) (Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK NEW YORK 10020

(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

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
Deferred Share Unit	(1)	09/01/2026	(1)	A		1,151.28		(1)	(1)	Common Shares	1,151.28	$0	120,419.338	D

Explanation of Responses:

1. Each Deferred Share Unit ("DSU") is the economic equivalent of one of the Issuer's common shares. The DSUs vested immediately upon issuance; however, 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 the Issuer. The grants will expire no later than 90 days after the reporting person's termination date.

	/s/ Thomas S. Kaplan	09/03/2026
	** 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)