Director at NOVAGOLD (NG) receives 432 deferred share units in equity award

Rhea-AI Filing Summary

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

NOVAGOLD RESOURCES INC director Kevin C. McArthur reported an award of 432 Common Share–equivalent Deferred Share Units on March 2, 2026. These DSUs carry no current voting or dispositive rights, and the underlying common shares will only be issued after his service as a director ends.

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^*

MCARTHUR C. KEVIN

(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		432(1)	A	$0.00	18,238	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/ C. Kevin McArthur	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).
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FAQ

What insider transaction did NOVAGOLD (NG) report for Kevin C. McArthur?

NOVAGOLD reported that director Kevin C. McArthur received a grant of 432 Deferred Share Units on March 2, 2026. Each DSU is economically equivalent to one common share but does not provide immediate voting or dispositive rights until his board service ends.

What are the key terms of the 432 Deferred Share Units granted at NOVAGOLD (NG)?

The 432 Deferred Share Units represent the economic value of 432 common shares but do not deliver actual shares immediately. The underlying shares will be issued only after Kevin C. McArthur’s termination of service as a director of NOVAGOLD RESOURCES INC.

Does Kevin C. McArthur have voting rights on the NOVAGOLD (NG) DSUs?

He does not currently have voting or dispositive rights on the underlying common shares for these DSUs. Those rights begin only when the actual common shares are issued following his termination of employment or service as a director.

When do the NOVAGOLD (NG) Deferred Share Units granted to Kevin C. McArthur expire?

For non-U.S. Eligible Participants, DSU grants expire on December 31 of the year after the termination date. For U.S. Eligible Participants, grants expire 90 days after the termination date, as specified in the award’s footnote terms.

How many NOVAGOLD (NG) shares does Kevin C. McArthur hold after this DSU grant?

Following the reported grant, Kevin C. McArthur’s total reported direct holdings in NOVAGOLD common shares are 18,238 shares. This figure includes the impact of the 432 Common Share–equivalent Deferred Share Units disclosed in the Form 4 filing.