NovaGold (NYSE: NG) director receives 36,600 stock options at $8.73

Rhea-AI Filing Summary

NovaGold Resources Inc. director Kalidas V. Madhavpeddi received a grant of stock options covering 36,600 common shares on 02/02/2026. The options have an exercise price of $8.73 per share and expire on 02/01/2031.

The grant vests in three equal installments: one‑third on 02/02/2027, one‑third on 02/02/2028, and one‑third on 02/02/2029. After this award, he beneficially holds 36,600 derivative securities directly.

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

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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^*

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)
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)	$8.73	02/02/2026		A		36,600		(1)	02/01/2031	Common Shares	36,600	$0	36,600	D

Explanation of Responses:

1. 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/ Kalidas V. Madhavpeddi	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 insider transaction did NovaGold Resources (NG) report on this Form 4?

NovaGold Resources reported a stock option grant to director Kalidas V. Madhavpeddi. He received options for 36,600 common shares on 02/02/2026, reflecting equity-based compensation rather than an open-market purchase or sale of existing NovaGold shares.

How many NovaGold (NG) stock options were granted to the director?

The director received 36,600 NovaGold stock options. These options give him the right to buy 36,600 common shares at a fixed exercise price, aligning part of his compensation with the company’s share performance over the life of the option grant.

What is the exercise price and expiration date of the NovaGold (NG) options?

The options carry an exercise price of $8.73 per share and expire on 02/01/2031. This means the director can buy NovaGold common shares at $8.73 any time after vesting and before the 2031 expiration date, subject to the award’s terms.

What is the vesting schedule for the NovaGold (NG) director’s option grant?

The 36,600 options vest in three equal tranches. One‑third vests on 02/02/2027, another third on 02/02/2028, and the final third on 02/02/2029. This multi‑year schedule encourages longer-term alignment with NovaGold’s performance.

Is the NovaGold (NG) director’s option holding reported as direct or indirect ownership?

The filing shows the 36,600 stock options as directly owned by the director. The ownership form field is marked “D” for direct, and there is no footnote indicating that the options are held through a separate entity or on an indirect basis.

Did this NovaGold (NG) Form 4 report any stock purchases or sales in the market?

The Form 4 only reports a stock option grant coded as “A” for acquisition. It does not show any open‑market purchases or sales of NovaGold common shares; instead, it reflects the award of derivative securities as part of director compensation.