NOVAGOLD (NG) VP & COO buys 905 shares, now holds 450,697 common shares

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC. officer Richard Alan Williams, the company’s Vice President & COO, reported acquiring additional common shares through an employee stock purchase plan. On 12/31/2025, he acquired 905 common shares, bringing his directly held beneficial ownership to 450,697 shares. The weighted average purchase price for these fourth-quarter 2025 plan purchases was $9.27 per share, with individual transaction prices ranging from $7.94 to $10.23.

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
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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^*

WILLIAMS RICHARD ALAN

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President & COO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		A	V	905(1)	A	$9.27(2)	450,697	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. Represents shares acquired under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan during the fourth calendar quarter of 2025.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions over a three-month period at prices ranging from $7.94 to $10.23, inclusive. The reporting person undertakes to provide to NOVAGOLD RESOURCES INC, any security holder of NOVAGOLD RESOURCES INC., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Richard Alan Williams	01/06/2026
	** 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 (NG) report in this Form 4?

The filing reports that Vice President & COO Richard Alan Williams acquired 905 NOVAGOLD common shares on 12/31/2025 through the company’s employee stock purchase plan.

How many NOVAGOLD (NG) shares does the reporting person own after this transaction?

Following the reported acquisition, Richard Alan Williams beneficially owns 450,697 NOVAGOLD common shares in direct ownership.

What price did the NOVAGOLD (NG) insider pay for the acquired shares?

The filing lists a weighted average purchase price of $9.27 per share for the 905 shares, with individual transaction prices ranging from $7.94 to $10.23.

How were the NOVAGOLD (NG) shares acquired by the insider?

The 905 shares were acquired under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan during the fourth calendar quarter of 2025.

What is the insider’s role and relationship to NOVAGOLD (NG)?

The reporting person, Richard Alan Williams, is an officer of NOVAGOLD RESOURCES INC., serving as Vice President & COO, and files individually as one reporting person.

Does this NOVAGOLD (NG) Form 4 involve derivative securities?

No derivative securities are reported in Table II of this Form 4; the disclosure relates only to common shares acquired under the employee stock purchase plan.