NOVAGOLD director granted 651 deferred share units

NOVAGOLD RESOURCES INC director Ethan Schutt received a compensation-related equity award.

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC director Ethan Schutt received a compensation-related equity award. He acquired 651 Deferred Share Units (DSUs), each economically equivalent to one common share, at no cash cost. Following this grant, he holds 54,222 common share equivalents. The underlying common shares will not be issued, and he will have no voting or dispositive rights over them until his service as a director ends, with the DSUs expiring after his termination based on U.S. or non-U.S. status.

Insider Trade Summary

Grant/Award: 651 shares

Grant/Award 1 txn

Insider Schutt Ethan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	651	$0.00	$0.00

Holdings After Transaction: Common Shares — 54,222 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

DSUs granted: 651 units Price per DSU: $0.0000 per unit Holdings after grant: 54,222 shares

3 metrics

DSUs granted 651 units Deferred Share Units awarded on 2026-06-01

Price per DSU $0.0000 per unit Compensation grant, no cash paid

Holdings after grant 54,222 shares Total common share equivalents following transaction

Key Terms

Deferred Share Units (DSUs), economic equivalent, voting or dispositive rights, termination date, +2 more

6 terms

Deferred Share Units (DSUs) financial

"Grant of Deferred Share Units (DSUs). Each DSU is the economic equivalent of one share"

Deferred share units (DSUs) are a form of long-term compensation that give an executive or director a payable claim whose value moves with the company’s stock price but is not paid out until a later date, often when they leave the company. Think of a DSU as an IOU tied to the share price that becomes cash or shares in the future; investors watch DSUs because they affect potential share dilution, the timing of cash outflows, and whether management’s interests align with long-term shareholder value.

economic equivalent financial

"Each DSU is the economic equivalent of one share of the Issuer's common stock"

voting or dispositive rights financial

"the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares"

termination date financial

"will not be issued ... until termination of the reporting person's employment or services as a director"

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

non-U.S. Eligible Participants financial

"Grants to non-U.S. Eligible Participants will expire on December 31 of the year following"

U.S. Eligible Participants financial

"grants to U.S. Eligible Participants will expire 90 days following the reporting person's termination date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NOVAGOLD (NG) director Ethan Schutt report in this Form 4?

Director Ethan Schutt reported receiving 651 Deferred Share Units as compensation. These units are economically equivalent to common shares but involve no cash purchase and no immediate voting rights, reflecting a routine non-cash equity award tied to his board service.

How many NOVAGOLD (NG) share equivalents does Ethan Schutt hold after this grant?

After the grant, Ethan Schutt holds 54,222 common share equivalents. This total includes the newly awarded 651 Deferred Share Units and represents his direct equity-related interest as reflected in this Form 4 insider ownership disclosure.

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

The DSUs are awards where each unit is the economic equivalent of one NOVAGOLD common share. The underlying shares are not issued until after the director’s service ends, and carry no voting or dispositive rights before that time.

Does Ethan Schutt have voting rights on the NOVAGOLD (NG) DSUs immediately?

He does not have voting or dispositive rights on the underlying common shares while the DSUs are outstanding. Those rights begin only if and when the underlying shares are issued after his service as a director terminates.

When do NOVAGOLD (NG) DSU grants to Ethan Schutt expire after termination?

For non-U.S. eligible participants, DSU grants expire on December 31 of the year following termination. For U.S. eligible participants, DSU grants expire 90 days after the participant’s termination date, according to the disclosure language.

Did Ethan Schutt buy or sell NOVAGOLD (NG) shares in the market?

He did not buy or sell shares in the market. The Form 4 shows a code A transaction, describing a grant or award of 651 Deferred Share Units as compensation, with zero price per unit and no open-market trade involved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 07:12 PM EDT 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^*

Schutt Ethan

(Last) (First) (Middle)

C/O NOVAGOLD RESOURCES INC.

201 SOUTH MAIN STREET, SUITE 400

(Street)

SALT LAKE CITY UTAH 84111

(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)
06/01/2026

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
Common Shares	06/01/2026		A		651(1)	A	$0.00	54,222	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:

Exhibit 24 - Power of Attorney

	/s/ Sean Pettey, as attorney-in-fact for Ethan Schutt	06/01/2026
	** 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)