[Form 4] NOVAGOLD RESOURCES INC Insider Trading Activity

Rhea-AI Filing Summary

Richard Alan Williams, Vice President & COO of NOVAGOLD RESOURCES INC (NG), reported an open-market acquisition of 1,483 common shares under the company's Employee Stock Purchase Plan during the third calendar quarter of 2025. The weighted-average purchase price reported is $5.66 per share, with individual purchase prices ranging from $4.51 to $7.29 over the three-month period. Following these purchases, Mr. Williams beneficially owns 449,792 common shares. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Williams and lists the transaction date as 09/30/2025.

Positive

• Officer participation in ESPP indicates alignment with company equity incentives
• Complete disclosure of weighted-average price and price range ($4.51–$7.29) for the transactions

Negative

• None.

Insights

Securities Analyst

TL;DR Insider purchased a small number of shares via the company ESPP at a weighted-average price of $5.66, modestly increasing beneficial ownership.

The filing documents a routine purchase by a senior officer under NOVAGOLD's Employee Stock Purchase Plan totaling 1,483 shares during Q3 2025 at a weighted-average price of $5.66, with prices ranging $4.51–$7.29. The reporting person now beneficially owns 449,792 shares. This is a standard Section 16 disclosure reflecting employee participation in a compensation program; the filing contains no exercise of derivatives, no dispositions, and no other compensatory or non-routine transactions.

Corporate Governance Expert

TL;DR Routine Form 4 filing: officer acquired shares through the ESPP; documentation and footnotes provide required price-range detail.

The report includes the required explanatory footnote stating these ESPP purchases occurred over multiple transactions during the quarter and supplies the price range and weighted-average price. The form is signed by an attorney-in-fact, and no amendments or joint filings are indicated. From a governance disclosure perspective, the filing meets the specificity standards by offering to provide details on per-transaction prices upon request.

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).

1. Name and Address of Reporting Person^*

WILLIAMS RICHARD ALAN

(Last) (First) (Middle)

C/O NOVAGOLD RESOURCES INC.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President & COO

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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
Common Shares	09/30/2025		A	V	1,483(1)	A	$5.66(2)	449,792	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. Represents shares acquired under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan during the third calendar quarter of 2025.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions over a three-month period at prices ranging from $4.51 to $7.29, inclusive. The reporting person undertakes to provide to NOVAGOLD RESOURCES INC, any security holder of NOVAGOLD RESOURCES INC., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Tricia Pannier as attorney-in-fact for Richard Alan Williams	09/30/2025
	** 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 did NOVAGOLD (NG) insider Richard Alan Williams purchase?

He acquired 1,483 common shares under the company's Employee Stock Purchase Plan.

When was the transaction reported on the Form 4 for NG?

The transaction date reported is 09/30/2025.

What price did the insider pay for the NG shares?

The filing reports a weighted-average price of $5.66 per share; individual purchases ranged from $4.51 to $7.29.

How many NG shares does the reporting person own after the transaction?

Following the purchases, he beneficially owns 449,792 common shares.

Was this Form 4 filed jointly or by one reporting person?

The form was filed by one reporting person.