Novagold director granted 576 deferred share units

NOVAGOLD director Kevin C. McArthur received 576 deferred share units as equity compensation that settle only after his board service ends.

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC (symbol: NG) is the issuer of record for a Form 4 filing submitted to the SEC. MCARTHUR C. KEVIN reported acquisition or exercise transactions in this Form 4 filing.

NOVAGOLD RESOURCES INC (NG) director Kevin C. McArthur reported an equity-based compensation grant of 576 Deferred Share Units (DSUs) on September 1, 2026. Each DSU is the economic equivalent of one common share, awarded at $0.00 per unit, increasing his directly held equity-based position to 19,465 units/shares-equivalent. The DSUs settle in common shares only after he ceases serving as a director, and until then he has no voting or dispositive rights over the underlying common shares. No Rule 10b5-1 trading plan is reported in connection with this grant.

Insider Trade Summary

Grant/Award: 576 shares

Grant/Award 1 txn

Insider MCARTHUR C. KEVIN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1	576	$0.00	$0.00

Holdings After Transaction: Common Shares — 19,465 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Deferred Share Units granted: 576 units Price per Deferred Share Unit: $0.00 per unit Holdings after transaction: 19,465 shares or equivalents +1 more

4 metrics

Deferred Share Units granted 576 units Equity-based compensation grant on September 1, 2026

Price per Deferred Share Unit $0.00 per unit Grant of DSUs to director as reported

Holdings after transaction 19,465 shares or equivalents Directly held following the September 1, 2026 grant

Transaction date September 1, 2026 Date of DSU grant to director

Key Terms

Deferred Share Units (DSUs), economic equivalent, voting or dispositive rights, Eligible Participants

4 terms

Deferred Share Units (DSUs) financial

"Grant of Deferred Share Units (DSUs). Each DSU is the economic equivalent"

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.

economic equivalent financial

"Each DSU is the economic equivalent of one share of the Issuer's common"

voting or dispositive rights regulatory

"shall not have any voting or dispositive rights with respect to the underlying"

Eligible Participants regulatory

"Grants to non-U.S. Eligible Participants will expire on December 31"

FAQ

What insider transaction did NG director Kevin C. McArthur report?

He reported an equity grant of 576 Deferred Share Units (DSUs) on September 1, 2026, at $0.00 per unit. Each DSU is economically equivalent to one NOVAGOLD common share and settles in shares only after his service as a director ends.

How many NOVAGOLD (NG) shares or equivalents does Kevin C. McArthur hold after this Form 4?

After the grant, Kevin C. McArthur is reported as directly holding 19,465 shares or share-equivalent units. This figure includes the newly granted 576 Deferred Share Units reported in the filing.

What are Deferred Share Units (DSUs) in NOVAGOLD’s Form 4 for NG?

The filing states that each DSU is the economic equivalent of one common share. The underlying common shares are not issued, and the holder has no voting or dispositive rights, until after termination of the director’s employment or services with NOVAGOLD.

When will the DSUs granted to the NOVAGOLD (NG) director be settled?

The DSUs will be settled in underlying common shares only upon termination of the reporting person’s employment or services as a director of NOVAGOLD RESOURCES INC. Until then, the underlying common shares are not issued to the reporting person.

Is the DSU grant to the NOVAGOLD (NG) director under a Rule 10b5-1 plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox as not checked, so no Rule 10b5-1 trading plan is reported in connection with this DSU grant.

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Available on EDGAR 09/03/2026 - 12:33 PM Accepted by SEC EDGAR 09/03/2026 - 12:33 PM 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^*

MCARTHUR C. KEVIN

(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)
09/01/2026

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	09/01/2026		A		576(1)	A	$0.00	19,465	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:

	/s/ Sean Pettey, as attorney-in-fact for Kevin C. McArthur	09/02/2026
	** 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)