NovaGold (NG) director receives grant of 1,302 deferred share units

Rhea-AI Filing Summary

Whittaker Dawn Patricia reported acquisition or exercise transactions in this Form 4 filing.

NOVAGOLD RESOURCES INC director Dawn Patricia Whittaker reported an equity compensation grant rather than a market trade. She received 1,302 Deferred Share Units (DSUs), each economically equivalent to one common share, at a price of $0.00 per unit as a grant or award.

After this grant, her reported holdings increased to 24,718 common shares or equivalents. The underlying common shares for these DSUs will only be issued after she ceases serving as a director, and she will not have voting or dispositive rights over those underlying shares until that termination event.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Whittaker Dawn Patricia

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	1,302	$0.00	--

Holdings After Transaction: Common Shares — 24,718 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

DSUs granted: 1,302 units Grant price: $0.00 per unit Holdings after grant: 24,718 shares/equivalents +4 more

7 metrics

DSUs granted 1,302 units Grant of Deferred Share Units to director on June 1, 2026

Grant price $0.00 per unit Compensation award, not a market purchase

Holdings after grant 24,718 shares/equivalents Total common shares or equivalents following the DSU grant

Transaction type Grant, award, or other acquisition (Code A) Non-derivative acquisition reported on Form 4

Voting rights timing No voting rights until termination Underlying common shares only issued after service as director ends

Expiry for non-U.S. participants December 31 following termination year DSU grant expiry rule for non-U.S. Eligible Participants

Expiry for U.S. participants 90 days after termination date DSU grant expiry rule for U.S. Eligible Participants

Key Terms

Deferred Share Units (DSUs), voting or dispositive rights, termination of the reporting person's employment or services as a director, Eligible Participants

4 terms

Deferred Share Units (DSUs) financial

"Grant of Deferred Share Units (DSUs). Each DSU is the economic equivalent of one share of the Issuer's common stock."

Deferred share units (DSUs) are a form of long-term compensation that give an executive or director a payable claim whose value moves with the company’s stock price but is not paid out until a later date, often when they leave the company. Think of a DSU as an IOU tied to the share price that becomes cash or shares in the future; investors watch DSUs because they affect potential share dilution, the timing of cash outflows, and whether management’s interests align with long-term shareholder value.

voting or dispositive rights regulatory

"the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares"

termination of the reporting person's employment or services as a director regulatory

"until termination of the reporting person's employment or services as a director of NOVAGOLD RESOURCES INC."

Eligible Participants regulatory

"Grants to non-U.S. Eligible Participants will expire on December 31 of the year following the reporting person's termination date; grants to U.S. Eligible Participants will expire 90 days"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Whittaker Dawn Patricia

(Last) (First) (Middle)

201 SOUTH MAIN STREET, SUITE 400

(Street)

SALT LAKE CITY UTAH 84111

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Common Shares	06/01/2026		A		1,302(1)	A	$0.00	24,718	D

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

Explanation of Responses:

1. Grant of Deferred Share Units (DSUs). Each DSU is the economic equivalent of one share of the Issuer's common stock. The underlying common shares will not be issued to the reporting person, and the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares, until termination of the reporting person's employment or services as a director of NOVAGOLD RESOURCES INC. Grants to non-U.S. Eligible Participants will expire on December 31 of the year following the reporting person's termination date; grants to U.S. Eligible Participants will expire 90 days following the reporting person's termination date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Sean Pettey, as attorney-in-fact for Dawn Patricia Whittaker	06/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NOVAGOLD (NG) report for Dawn Patricia Whittaker?

NOVAGOLD reported that director Dawn Patricia Whittaker received a grant of 1,302 Deferred Share Units (DSUs). This is an equity compensation award at no cash cost, not an open-market purchase or sale of NOVAGOLD common shares.

How many NOVAGOLD (NG) shares or equivalents does Dawn Patricia Whittaker hold after this Form 4?

Following the reported grant, Dawn Patricia Whittaker holds 24,718 NOVAGOLD common shares or equivalents. This figure includes the economic exposure from the 1,302 newly granted Deferred Share Units disclosed in the filing.

What are Deferred Share Units (DSUs) in the NOVAGOLD (NG) Form 4 filing?

Deferred Share Units are awards that are the economic equivalent of one NOVAGOLD common share each. The underlying common shares are only issued after the director’s service ends, and carry no voting or dispositive rights until that termination event.

Did Dawn Patricia Whittaker buy or sell NOVAGOLD (NG) shares on the market?

No, the Form 4 shows a grant of 1,302 Deferred Share Units at $0.00 per unit as compensation. It does not report any open-market buying or selling of NOVAGOLD common shares by Dawn Patricia Whittaker.

When will the NOVAGOLD (NG) DSUs granted to Dawn Patricia Whittaker be issued or expire?

The underlying common shares for the DSUs will be issued only after her termination as a director. For non-U.S. participants, grants expire December 31 of the year after termination; for U.S. participants, they expire 90 days after the termination date.