NOVAGOLD (NG) director reports 1,186 DSU grant and 22,551 shares owned

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC. director reported a new equity-based award in the form of deferred share units. On 12/01/2025, the director received 1,186 Deferred Share Units (DSUs), each economically equivalent to one common share, at a price of $0.00 per unit. Following this grant, the director beneficially owns 22,551 common shares on a direct basis.

The DSUs do not provide voting or dispositive rights over the underlying common shares until the director’s service with NOVAGOLD ends. For non-U.S. participants, DSU grants expire on December 31 of the year after the director’s termination date, 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^*

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)
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		1,186(1)	A	$0.00	22,551	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/ Dawn Patricia Whittaker	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 insider transaction did NOVAGOLD RESOURCES INC (NG) report in this Form 4?

The filing reports that a director of NOVAGOLD RESOURCES INC. received a grant of 1,186 Deferred Share Units (DSUs) on 12/01/2025, each equivalent in value to one common share.

How many NOVAGOLD (NG) shares does the director own after this DSU grant?

After the reported transaction, the director beneficially owns 22,551 common shares of NOVAGOLD RESOURCES INC., held as a direct ownership position.

What are Deferred Share Units (DSUs) in the NOVAGOLD (NG) Form 4 filing?

Deferred Share Units (DSUs) are awards that are the economic equivalent of one share of NOVAGOLD’s common stock. The underlying common shares are not issued, and the holder has no voting or dispositive rights until their service as a director or employee ends.

When do NOVAGOLD (NG) DSU grants expire for directors?

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

Was any cash paid for the NOVAGOLD (NG) DSU grant reported?

No cash was paid for the grant; the 1,186 DSUs were reported at a transaction price of $0.00 per unit.

Does the NOVAGOLD (NG) director have voting rights on the DSUs?

No. The filing states that the director will not have any voting or dispositive rights with respect to the underlying common shares associated with the DSUs until their employment or service as a director terminates.