NOVAGOLD (NG) VP & COO loses 60,300 performance share units after 0% vesting

Rhea-AI Filing Summary

NOVAGOLD Resources Inc. reported that Vice President & COO Richard Alan Williams had a prior equity award of performance share units canceled. The award, originally granted on December 1, 2022, covered 60,300 Performance Share Units (PSUs) that were tied to performance criteria set by the board of directors.

On December 1, 2025, the minimum threshold performance criteria for this grant was deemed not to have been met, so the entire PSU grant was forfeited with 0% vesting. This Form 4 reflects that no common shares were issued from this award and that the derivative securities balance related to this grant is now zero.

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)
12/01/2025

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

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
Performance Share Units ("PSUs")	$0	12/01/2025		J(1)	V		60,300(1)	(1)	(1)	Common Shares	60,300(1)	$0	0	D

Explanation of Responses:

1. The December 1, 2022 grant totaling 60,300 Performance Share Units (PSUs), which were subject to performance criteria set by the board of directors of the Issuer, was previously voluntarily reported on Form 3 on January 31, 2024. On December 1, 2025, the minimum threshold performance criteria was deemed not to have been met resulting in the grant being forfeited with 0% vesting.

Remarks:

	/s/ Richard Alan Williams	12/02/2025
	** 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.
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FAQ

What insider transaction did NOVAGOLD Resources Inc. (NG) report in this Form 4?

The company reported that Vice President & COO Richard Alan Williams had a prior grant of 60,300 Performance Share Units (PSUs) forfeited after the performance criteria were not met, resulting in 0% vesting and no shares issued.

When were the 60,300 PSUs at NOVAGOLD (NG) originally granted to the officer?

The 60,300 Performance Share Units (PSUs) were granted on December 1, 2022 and were previously voluntarily reported on a Form 3 filed on January 31, 2024.

What happened to the NOVAGOLD (NG) performance share units on December 1, 2025?

On December 1, 2025, the minimum threshold performance criteria for the PSU grant were deemed not to have been met, causing the entire 60,300 PSU grant to be forfeited with 0% vesting and leaving zero derivative securities from that award.

Which NOVAGOLD (NG) executive is involved in this Form 4 filing and what is their role?

The Form 4 relates to Richard Alan Williams, who is identified as an officer of NOVAGOLD Resources Inc. with the title Vice President & COO.

Did NOVAGOLD (NG) issue any common shares from this 60,300 PSU award?

No. Because the performance criteria were not met and the grant was forfeited with 0% vesting, no common shares were issued from the 60,300 PSU award.