NovaGold (NG) grants VP & CFO 124,100 options and 59,000 PSUs

Rhea-AI Filing Summary

NovaGold Resources granted its Vice President & CFO, Peter Adamek, new equity awards on 02/02/2026. He received stock options for 124,100 common shares at an exercise price of $8.73 per share, vesting in three equal installments in 2027, 2028, and 2029.

He was also granted 59,000 Performance Share Units (PSUs) under NovaGold’s 2009 Performance Share Unit Plan. These PSUs can settle in common shares or cash between 0% and 150% of the grant amount based on performance criteria, with anticipated vesting on February 1, 2029. Adamek has no voting or dispositive rights over the PSU underlying shares until performance goals are met and any 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^*

ADAMEK PETER

(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 & CFO

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		124,100		(1)	02/01/2031	Common Shares	124,100	$0	124,100	D
Performance Share Units ("PSUs")	$0	02/02/2026		A	V	59,000		(2)	(2)	Common Shares	59,000(2)	$0	59,000	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/ Peter Adamek	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 equity awards did NovaGold (NG) grant to its VP & CFO?

NovaGold granted its VP & CFO stock options and PSUs. He received 124,100 stock options at a $8.73 exercise price and 59,000 Performance Share Units, both awarded on February 2, 2026, as part of his long-term incentive compensation.

How do the new NovaGold (NG) stock options for the CFO vest?

The CFO’s NovaGold stock options vest over three years. The 124,100 options vest in three equal installments: one-third on February 2, 2027, one-third on February 2, 2028, and the final third on February 2, 2029, if service conditions are satisfied.

What are the key terms of the NovaGold (NG) Performance Share Units?

The 59,000 PSUs are performance-based awards. They can convert into common shares or cash at anywhere from 0% to 150% of the grant amount, depending on performance against board-set criteria, with an anticipated vesting date of February 1, 2029.

When will the NovaGold (NG) PSUs granted to the CFO vest?

The PSUs are expected to vest in early 2029. The anticipated vesting date for the 59,000 Performance Share Units is February 1, 2029, with payout in common shares or cash as determined by NovaGold, net of applicable taxes.

Does NovaGold’s CFO have voting rights on PSUs before vesting?

The CFO has no voting or dispositive rights on PSU shares before vesting. Rights arise only after performance criteria are met and, at NovaGold’s option, underlying common shares are issued following the anticipated February 1, 2029 vesting date.

What is the exercise price of the NovaGold (NG) options granted to the CFO?

The CFO’s newly granted NovaGold options have a $8.73 exercise price. These stock options cover 124,100 common shares and were awarded on February 2, 2026, with staged vesting over three years beginning in 2027.