Novagold (NYSE: NG) files Form 4 for 1,185.924 DSU award to director

Rhea-AI Filing Summary

Novagold Resources Inc. director reports a new equity award. A board member filed a Form 4 disclosing the grant of 1,185.924 deferred share units (DSUs) on 12/01/2025. Each DSU is economically equal to one common share of Novagold.

The DSUs vested immediately upon issuance, but the underlying common shares will only be issued after the director’s service with the company ends. Until that termination event, the director has no voting or dispositive rights over the underlying common shares. The grants will expire no later than 90 days after the director’s termination date, and following this transaction the director beneficially owns 117,101.429 derivative securities directly.

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

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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 NY 10020

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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)
			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)	12/01/2025	(1)	A		1,185.924		(1)	(1)	Common Shares	1,185.924	$0	117,101.429	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	12/02/2025
	** 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.

FAQ

What insider transaction did Novagold Resources Inc. (NG) report in this Form 4?

The filing reports that a Novagold Resources Inc. director received 1,185.924 deferred share units (DSUs) on 12/01/2025, each economically equivalent to one common share.

Who is the reporting person in the Novagold (NG) Form 4 and what is their role?

The reporting person is Thomas S. Kaplan, who is identified as a director of Novagold Resources Inc.

How do the Novagold (NG) deferred share units (DSUs) work for this director grant?

Each DSU is the economic equivalent of one Novagold common share. The DSUs vested immediately, but the underlying shares will only be issued when the director’s service with the company ends.

When will the Novagold (NG) director receive the common shares underlying the DSUs?

The underlying common shares will be issued only upon termination of the director’s employment or services with Novagold Resources Inc.

Does the Novagold (NG) director have voting rights on the shares underlying the DSUs?

No. The filing states the director will not have voting or dispositive rights with respect to the underlying common shares until their service with the company terminates.

When do the Novagold (NG) director’s DSU grants expire?

The DSU grants will expire no later than 90 days after the director’s termination date from Novagold Resources Inc.

How many derivative securities does the Novagold (NG) director own after this transaction?

After the reported DSU grant, the director beneficially owns 117,101.429 derivative securities, held directly.