NovaGold (NG) director awarded 865 DSUs tied to common shares

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC director Dawn Patricia Whittaker reported an equity award rather than an open-market trade. She acquired 865 Deferred Share Units (DSUs), each economically equivalent to one common share, at a price of $0.00 per unit. After this award, her directly held common share–equivalent position increased to 23,416 units. The footnote explains that the underlying common shares will not be issued, and she will have no voting or dispositive rights over those shares, until her service as a director ends, with DSU expiration timing tied to whether she is a U.S. or non-U.S. participant.

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^*

Whittaker Dawn Patricia

(Last) (First) (Middle)

201 SOUTH MAIN STREET, SUITE 400

(Street)

SALT LAKE CITY UT 84111

(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)
03/02/2026

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
Common Shares	03/02/2026		A		865(1)	A	$0.00	23,416	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/ Dawn Patricia Whittaker	03/04/2026
	** 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.

FAQ

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

NOVAGOLD reported that director Dawn Patricia Whittaker received a grant of 865 Deferred Share Units. These units are equity awards, not open-market purchases, and each DSU is economically equivalent to one NOVAGOLD common share under the company’s compensation arrangements.

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

After the reported grant, Dawn Patricia Whittaker holds 23,416 common share equivalents. This figure reflects her direct holdings following the award of 865 Deferred Share Units, which are structured to mirror the economic value of NOVAGOLD common shares.

What are Deferred Share Units (DSUs) in NOVAGOLD’s director compensation?

NOVAGOLD’s Deferred Share Units are awards where each DSU is economically equivalent to one common share. The underlying common shares are not issued, and the holder gains no voting or dispositive rights until their board service ends and the DSUs eventually settle or expire.

Does Dawn Patricia Whittaker have voting rights on the NOVAGOLD (NG) shares underlying her DSUs?

She does not currently have voting or dispositive rights over the underlying common shares tied to her DSUs. According to the footnote, those rights and actual share issuance are deferred until after her termination of service as a director of NOVAGOLD.

When do NOVAGOLD (NG) Deferred Share Units granted to directors expire?

NOVAGOLD’s DSUs expire after a director’s service ends, on different schedules for U.S. and non-U.S. participants. For non-U.S. Eligible Participants, DSUs expire on December 31 of the year after termination; for U.S. Eligible Participants, they expire 90 days after termination.