NovaGold (NG) CEO Gregory Lang forfeits 262,000 PSUs on 0% vesting

Rhea-AI Filing Summary

NovaGold Resources Inc. reported an insider equity award forfeiture by its President and CEO, Gregory A. Lang. On December 1, 2025, a grant of 262,000 Performance Share Units (PSUs) that had been awarded on December 1, 2022 was forfeited. The PSUs were tied to performance criteria set by the board of directors, and the minimum threshold performance targets were deemed not to have been met, resulting in 0% vesting.

Following this event, the filing shows 0 derivative securities of this PSU grant beneficially owned by Mr. Lang. He is identified as both a director and the company’s President and CEO, and the form is filed for one reporting person.

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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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^*

Lang Gregory A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		262,000(1)	(1)	(1)	Common Shares	262,000	$0	0	D

Explanation of Responses:

1. The December 1, 2022 grant totaling 262,000 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 4 on December 1, 2022. 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/ Gregory A. Lang	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.
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 Resources Inc (NG) report in this Form 4?

The filing reports that Gregory A. Lang, President and CEO of NovaGold Resources Inc., had a prior grant of 262,000 Performance Share Units (PSUs) forfeited on December 1, 2025 because the minimum performance criteria were not met.

How many NovaGold (NG) Performance Share Units were affected and what was the result?

A total of 262,000 PSUs granted on December 1, 2022 were affected. The board-determined minimum threshold performance criteria were deemed not to have been met, leading to 0% vesting and a full forfeiture of the grant.

Does Gregory A. Lang still hold these NovaGold PSUs after the reported transaction?

No. After the performance share units failed to meet the required criteria, the filing shows 0 derivative securities from this PSU grant beneficially owned by Gregory A. Lang.

What roles does the reporting person hold at NovaGold Resources Inc (NG)?

The reporting person, Gregory A. Lang, is identified as both a director and an officer, specifically serving as President and CEO of NovaGold Resources Inc.

Was this NovaGold (NG) PSU transaction part of a Rule 10b5-1 trading plan?

The form includes a box for indicating if a transaction was made under a Rule 10b5-1(c) trading plan, but the excerpt does not show that box as selected for this forfeiture entry.

What type of security is referenced in NovaGold’s Form 4 for Gregory A. Lang?

The filing references Performance Share Units (PSUs) that could have settled into Common Shares of NovaGold Resources Inc., with the PSU grant totaling 262,000 units before forfeiture.