Novagold director granted 651 deferred share units

MCARTHUR C. KEVIN reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MCARTHUR C. KEVIN reported acquisition or exercise transactions in this Form 4 filing.

NOVAGOLD RESOURCES INC director Kevin C. McArthur received a grant of 651 Deferred Share Units (DSUs), classified as common share equivalents with no cash paid per unit. Following this grant, his reported direct holdings total 18,889 common shares-equivalent.

Each DSU is the economic equivalent of one common share, but the underlying shares will not be issued and he will have no voting or dispositive rights over them until his service as a director ends. For U.S. participants, DSU grants expire 90 days after termination; for non-U.S. participants, they expire on December 31 of the year following termination.

Insider Trade Summary

Grant/Award: 651 shares

Grant/Award 1 txn

Insider MCARTHUR C. KEVIN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	651	$0.00	$0.00

Holdings After Transaction: Common Shares — 18,889 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

DSUs granted: 651 units Price per DSU: $0.00 per unit Holdings after grant: 18,889 shares-equivalent +2 more

5 metrics

DSUs granted 651 units Grant of Deferred Share Units to director on June 1, 2026

Price per DSU $0.00 per unit Equity compensation grant, no cash consideration

Holdings after grant 18,889 shares-equivalent Total direct common share-equivalents following DSU grant

U.S. DSU expiry 90 days post-termination For U.S. Eligible Participants, DSUs expire after termination

Non-U.S. DSU expiry December 31 following year For non-U.S. Eligible Participants after termination year

Key Terms

Deferred Share Units (DSUs), economic equivalent, voting or dispositive rights, Eligible Participants, +1 more

5 terms

Deferred Share Units (DSUs) financial

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

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 stock."

voting or dispositive rights financial

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

Eligible Participants financial

"Grants to non-U.S. Eligible Participants will expire on December 31 of the year following"

termination date financial

"will expire 90 days following the reporting person's termination date."

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

FAQ

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

What did NOVAGOLD (NG) director Kevin C. McArthur report on this Form 4?

Kevin C. McArthur reported receiving a grant of 651 Deferred Share Units, or DSUs. These units are the economic equivalent of common shares and increased his reported holdings to 18,889 share-equivalents, but do not involve any open-market buying or selling of NOVAGOLD stock.

How many NOVAGOLD (NG) Deferred Share Units were granted in this transaction?

The filing shows a grant of 651 Deferred Share Units to the director. Each DSU is treated as economically equal to one common share, increasing his reported direct common share-equivalent position to 18,889 after the grant, with no cash consideration paid per unit.

When will the NOVAGOLD (NG) DSU shares be issued to the director?

The underlying common shares for these DSUs will only be issued after the director’s employment or board service with NOVAGOLD RESOURCES INC ends. Until that termination date, he does not have voting rights or dispositive power over the underlying common shares linked to the DSUs.

Do NOVAGOLD (NG) DSUs give immediate voting rights to the director?

No, the DSUs do not provide immediate voting or dispositive rights. The footnote states that voting and control over the underlying common shares begin only once the director’s service with NOVAGOLD ends, when the shares tied to the DSUs are actually issued.

When do NOVAGOLD (NG) DSU grants expire for U.S. and non-U.S. participants?

For U.S. Eligible Participants, DSU grants expire 90 days after the participant’s termination date. For non-U.S. Eligible Participants, the DSUs expire on December 31 of the year following the participant’s termination date, if the underlying shares have not yet been issued.

Is this NOVAGOLD (NG) Form 4 grant an open-market purchase or a compensation award?

This Form 4 reflects a compensation-related grant or award, not an open-market purchase. The 651 Deferred Share Units were issued at a price of $0.00 per unit, consistent with an equity-based director compensation program rather than a voluntary market transaction.

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

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Accepted by SEC EDGAR 06/01/2026 - 07:12 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)
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		651(1)	A	$0.00	18,889	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 Kevin C. McArthur	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)