How do NovaGold (NG) Performance Share Units granted to the CEO work?

Lang received 190,200 Performance Share Units under NovaGold’s 2009 PSU Plan. Depending on performance against board‑set criteria, these PSUs may convert into cash or common shares at between 0% and 150% of the grant amount, with anticipated vesting on February 1, 2029.

Does NovaGold’s CEO have voting rights on Performance Share Units before vesting?

The CEO does not have voting or dispositive rights over common shares underlying the PSUs before conditions are met. Rights arise only after performance criteria are satisfied and, at NovaGold’s option, common shares are issued or cash is paid following the February 1, 2029 anticipated vesting date.

NovaGold (NYSE: NG) grants CEO 400,000 stock options and 190,200 PSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NovaGold Resources reported new equity awards for President and CEO Gregory A. Lang. On February 2, 2026, he received stock options for 400,000 common shares at an exercise price of $8.73, expiring on February 1, 2031. These options vest in three equal annual installments on February 2, 2027, 2028, and 2029.

Lang was also granted 190,200 Performance Share Units (PSUs) under the company’s 2009 PSU Plan. Depending on performance against board‑set criteria, these PSUs may settle in cash or common shares between 0% and 150% of the grant amount, with anticipated vesting on February 1, 2029. He has no voting or dispositive rights over the underlying shares until performance conditions are met and, at the company’s option, shares are issued.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lang Gregory A.

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	400,000	$0.00	--
Grant/Award	Performance Share Units ("PSUs")	190,200	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 400,000 shares (Direct); Performance Share Units ("PSUs") — 190,200 shares (Direct)

Footnotes (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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/04/2026 - 02:35 PM

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
Estimated average burden
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

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$8.73	02/02/2026		A		400,000		⁽¹⁾	02/01/2031	Common Shares	400,000	$0	400,000	D
Performance Share Units ("PSUs")	$0	02/02/2026		A	V	190,200		⁽²⁾	⁽²⁾	Common Shares	190,200⁽²⁾	$0	190,200	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/ Gregory A. Lang	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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did NovaGold (NG) report for Gregory A. Lang?

NovaGold reported equity awards to CEO Gregory A. Lang, including stock options for 400,000 common shares at $8.73 and 190,200 Performance Share Units. Both awards were granted on February 2, 2026, as part of his compensation package, with multi‑year vesting schedules.

What are the terms of Gregory A. Lang’s 400,000 NovaGold stock options?

Gregory A. Lang received options to buy 400,000 NovaGold common shares at an exercise price of $8.73, expiring February 1, 2031. The options vest in three equal tranches, with one‑third vesting on each of February 2, 2027, 2028, and 2029, subject to continued service.

Are Gregory A. Lang’s NovaGold equity awards held directly or indirectly?

The reported stock options and Performance Share Units are listed as directly owned by Gregory A. Lang. The filing shows 400,000 derivative securities (stock options) and 190,200 PSUs as beneficially owned directly following the transactions on February 2, 2026, with no indirect ownership entity disclosed.

What performance range applies to NovaGold (NG) PSUs granted to the CEO?

The PSUs can settle between 0% and 150% of the 190,200 unit grant. Actual payout depends on performance versus criteria set by NovaGold’s board. Settlement, in cash or common shares at the company’s option, is expected soon after the anticipated February 1, 2029 vesting date.