Novagold director gets 1,151 deferred share units

NOVAGOLD director Dawn Patricia Whittaker received 1,151 DSUs as equity-based board compensation, bringing her reported direct holdings to 25,869 units.

Rhea-AI Filing Summary

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

NOVAGOLD RESOURCES INC (NG) reported that director Dawn Patricia Whittaker received a grant of 1,151 Deferred Share Units (DSUs) on September 1, 2026, as compensation tied to the company’s common shares. Following this grant, she has 25,869 common shares or DSU-equivalent units reported as directly owned.

Each DSU is the economic equivalent of one common share, but the underlying common shares will not be issued, and she will not have voting or dispositive rights over them, until her 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: 1,151 shares

Grant/Award 1 txn

Insider Whittaker Dawn Patricia

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1	1,151	$0.00	$0.00

Holdings After Transaction: Common Shares — 25,869 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: 1,151 units Holdings after transaction: 25,869 units Exercise or conversion price per DSU: $0.00 per unit +2 more

5 metrics

Deferred Share Units granted 1,151 units Equity award to director on September 1, 2026

Holdings after transaction 25,869 units Common shares or DSU equivalents directly owned after the grant

Exercise or conversion price per DSU $0.00 per unit Reported transaction price per share for the DSU grant

U.S. DSU expiry period 90 days Grants to U.S. Eligible Participants expire 90 days after termination date

Non-U.S. DSU expiry date rule December 31 of following year Grants to non-U.S. Eligible Participants expire on December 31 of the year after termination

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"

voting or dispositive rights regulatory

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

Eligible Participants regulatory

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

FAQ

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

NOVAGOLD reported that director Dawn Patricia Whittaker received a grant of 1,151 Deferred Share Units (DSUs) on September 1, 2026, as an equity-based award linked to the company’s common shares.

How many NOVAGOLD (NG) shares or equivalents does the director hold after this Form 4?

After the September 1, 2026 DSU grant, Dawn Patricia Whittaker has 25,869 common shares or DSU-equivalent units reported as directly owned in the Form 4 filing.

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

Each DSU is the economic equivalent of one NOVAGOLD common share. However, the underlying common shares are not issued, and the director has no voting or dispositive rights over them, until her employment or service as a director ends.

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, DSU grants expire on December 31 of the year following the participant’s termination date.

Does the NOVAGOLD (NG) director have voting rights on the DSUs reported?

No. The filing states that the underlying common shares will not be issued, and the reporting person will have no voting or dispositive rights over those underlying shares, until her service as a director or employment with NOVAGOLD ends.

Was NOVAGOLD’s (NG) DSU grant to the director made under a Rule 10b5-1 plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that the September 1, 2026 DSU grant was made pursuant to a Rule 10b5-1 trading plan.

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Available on EDGAR 09/03/2026 - 12:34 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^*

Whittaker Dawn Patricia

(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		1,151(1)	A	$0.00	25,869	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 Dawn Patricia Whittaker	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)