NOVAGOLD director granted 1,302 Deferred Share Units

KAPLAN THOMAS SCOTT reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

KAPLAN THOMAS SCOTT reported acquisition or exercise transactions in this Form 4 filing.

NOVAGOLD RESOURCES INC director Thomas Scott Kaplan received a grant of 1,302.115 Deferred Share Units (DSUs). Each DSU is economically equivalent to one common share and vested immediately upon issuance. After this award, his direct DSU holdings total 119,268.058 units. The underlying common shares will not be issued, and he will not have voting or dispositive rights over those shares, until his service as a director ends. The grants will expire no later than 90 days after his termination date.

Insider Trade Summary

Grant/Award: 1,302.115 shares

Grant/Award 1 txn

Insider KAPLAN THOMAS SCOTT

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Unit	1,302.115	$0.00	$0.00

Holdings After Transaction: Deferred Share Unit — 119,268.058 contracts (Direct)

Footnotes (1)

1. F1. Each Deferred Share Unit ("DSU") is the economic equivalent of one of the Issuer's common shares. The DSUs vested immediately upon issuance; however, 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 the Issuer. The grants will expire no later than 90 days after the reporting person's termination date.

Key Figures

Deferred Share Units granted: 1,302.115 units DSU holdings after grant: 119,268.058 units DSU exercise price: $0.0000 per unit +2 more

5 metrics

Deferred Share Units granted 1,302.115 units Grant of DSUs on 2026-06-01

DSU holdings after grant 119,268.058 units Total Deferred Share Units held directly after transaction

DSU exercise price $0.0000 per unit Conversion or exercise price for Deferred Share Units

Underlying common shares per DSU 1 share per unit Each DSU is economically equivalent to one common share

Grant expiry timing 90 days after termination DSU grants expire no later than 90 days after termination date

Key Terms

Deferred Share Unit, economic equivalent, voting or dispositive rights, termination of the reporting person's employment or services, +1 more

5 terms

Deferred Share Unit financial

"Each Deferred Share Unit ("DSU") is the economic equivalent of one of the Issuer's common shares."

economic equivalent financial

"Each Deferred Share Unit ("DSU") is the economic equivalent of one of the Issuer's common shares."

voting or dispositive rights regulatory

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

termination of the reporting person's employment or services regulatory

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

expire no later than 90 days after the reporting person's termination date financial

"The grants will expire no later than 90 days after the reporting person's termination date."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NOVAGOLD (NG) director Thomas Scott Kaplan report in this Form 4?

He reported receiving 1,302.115 Deferred Share Units as a grant. These units are a form of equity-based compensation tied to NOVAGOLD’s common shares and increase his direct DSU holdings to 119,268.058 units.

How many Deferred Share Units does Thomas Scott Kaplan hold after this NOVAGOLD grant?

After the reported grant, he holds 119,268.058 Deferred Share Units directly. This total includes the newly awarded 1,302.115 units, which are economically equivalent to the same number of NOVAGOLD common shares upon settlement.

What is a Deferred Share Unit in the context of NOVAGOLD (NG)?

A Deferred Share Unit is economically equivalent to one NOVAGOLD common share. It typically represents a promise to deliver shares in the future, often used as director or executive compensation aligned with shareholder value.

When will Thomas Scott Kaplan receive NOVAGOLD common shares for these DSUs?

The underlying NOVAGOLD common shares will not be issued until after his employment or service as a director ends. Only at that termination point are the corresponding common shares delivered, subject to the plan’s terms.

Does Thomas Scott Kaplan have voting rights for NOVAGOLD shares underlying these DSUs?

He does not have voting or dispositive rights over the underlying common shares while holding DSUs. Those rights arise only when the DSUs are settled into actual NOVAGOLD common shares after his service ends.

When do the reported NOVAGOLD Deferred Share Unit grants expire?

The grants will expire no later than 90 days after Thomas Scott Kaplan’s termination date as a director. This means any unsettled DSUs must be resolved within that post-termination period under the plan’s rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 11:50 AM EDT Learn about SEC filing dates

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^*

KAPLAN THOMAS SCOTT

(Last) (First) (Middle)

600 FIFTH AVENUE, 24TH FLOOR

(Street)

NEW YORK NEW YORK 10020

(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

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
Deferred Share Unit	(1)	06/01/2026	(1)	A		1,302.115		(1)	(1)	Common Shares	1,302.115	$0	119,268.058	D

Explanation of Responses:

1. Each Deferred Share Unit ("DSU") is the economic equivalent of one of the Issuer's common shares. The DSUs vested immediately upon issuance; however, 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 the Issuer. The grants will expire no later than 90 days after the reporting person's termination date.

	/s/ Thomas S. Kaplan	06/02/2026
	** 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)