Novagold (NG) grants 134,800 options and 64,100 PSUs to COO

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC. reported new equity awards to its Vice President & COO, Richard Alan Williams. On 02/02/2026 he received stock options for 134,800 common shares with an exercise price of $8.73, vesting in three equal installments on 02/02/2027, 02/02/2028, and 02/02/2029.

He also received 64,100 Performance Share Units (PSUs) under NOVAGOLD's 2009 Performance Share Unit Plan. These PSUs can convert into common shares or cash between 0% and 150% of the grant amount based on performance, with anticipated vesting on February 1, 2029. Williams will not have voting or dispositive rights over the underlying PSU shares until performance criteria are met and, at the issuer's option, shares are issued.

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^*

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)
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		134,800		(1)	02/01/2031	Common Shares	134,800	$0	134,800	D
Performance Share Units ("PSUs")	$0	02/02/2026		A	V	64,100		(2)	(2)	Common Shares	64,100(2)	$0	64,100	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.

2. Represents a grant of Performance Share Units ("PSUs") made pursuant to the Issuer's 2009 Performance Share Unit Plan, as amended ("PSU Plan") which are subject to performance criteria set by the board of directors of the Issuer. The PSUs may convert into common shares of the Issuer or the cash value thereof anywhere between 0% and 150% of the PSU grant amount depending upon actual performance against the performance criteria. The anticipated vesting date is February 01, 2029. The common shares underlying vested PSUs or the cash value thereof, as determined by the Issuer, will be paid to the reporting person, net of applicable tax at the option of the Issuer, as soon as practicable following the vesting date. The reporting person shall not have any voting or dispositive rights with respect to the underlying common shares of the PSUs until the performance criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person.

Remarks:

	/s/ Richard Alan Williams	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).
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FAQ

What insider equity awards did NOVAGOLD (NG) grant to Richard Alan Williams?

NOVAGOLD granted Vice President & COO Richard Alan Williams stock options for 134,800 shares and 64,100 Performance Share Units (PSUs) on 02/02/2026. Both awards are long-term incentives that vest over several years and are tied to time and performance conditions.

What are the terms of Richard Alan Williams 134,800 NOVAGOLD stock options?

Williams received 134,800 stock options with an exercise price of $8.73. The options vest in three equal tranches: one-third on 02/02/2027, one-third on 02/02/2028, and one-third on 02/02/2029, encouraging multi-year executive retention.

How do the 64,100 NOVAGOLD Performance Share Units (PSUs) for Williams work?

The 64,100 PSUs were granted under NOVAGOLDs 2009 Performance Share Unit Plan. They may convert into common shares or cash between 0% and 150% of the grant amount, depending on performance criteria set by the board, aligning rewards with company performance outcomes.

When do Richard Alan Williams NOVAGOLD PSUs vest, and how are they settled?

The anticipated vesting date for the PSUs is February 1, 2029. After vesting, NOVAGOLD may settle them in common shares or their cash value, net of applicable tax, as soon as practicable after vesting, at the issuers discretion.

Does Richard Alan Williams have voting rights on NOVAGOLD shares underlying his PSUs?

Williams does not have voting or dispositive rights over the common shares underlying the PSUs until performance criteria are met and, at NOVAGOLDs option, the underlying common shares have been issued, limiting governance influence before performance is achieved.

Are the NOVAGOLD equity awards to Richard Alan Williams direct holdings?

Both the 134,800 stock options and 64,100 PSUs are reported as directly held by Williams. The filing lists the ownership form as direct (D) for each derivative security, indicating they are not held through an intermediate trust or similar entity.