Form 4: NOVAGOLD CFO Acquires 1,365 Shares via ESPP at $5.66 Avg

Rhea-AI Filing Summary

Pursuant to SEC Form 4, Peter Adamek, Vice President & CFO of NOVAGOLD RESOURCES INC (NG), acquired 1,365 common shares under the company's Employee Stock Purchase Plan during the third quarter of 2025. The reported weighted-average price paid was $5.66 per share, with transaction prices ranging from $4.51 to $7.29 across multiple purchases between July and September 2025. After these purchases, Mr. Adamek beneficially owned 9,694 shares. The filing was signed by an attorney-in-fact on behalf of Mr. Adamek on 09/30/2025.

Positive

• Insider purchase of 1,365 shares under the Employee Stock Purchase Plan, indicating management participation in equity ownership
• Clear disclosure of weighted-average price ($5.66) and price range ($4.51 to $7.29), with explanatory footnote offering to provide granular purchase details upon request

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchased a modest number of shares under the ESPP, signalling routine participation rather than a material shift.

The acquisition of 1,365 shares at a weighted-average price of $5.66 reflects participation in the company's Employee Stock Purchase Plan over the quarter. The scale of the purchase is small relative to typical public-company floats and the filing shows total beneficial ownership of 9,694 shares, which is limited in absolute terms. This transaction is a routine insider purchase and does not by itself imply a material change to the company's capital structure or control.

Corporate Governance Expert

TL;DR: Filing is a standard Section 16 disclosure showing correct reporting of ESPP purchases and adequate explanatory footnotes.

The Form 4 includes required explanatory footnotes describing the ESPP and price range, and the signature by an attorney-in-fact indicates procedural compliance. There are no indications of sales, derivative activity, or related-party transfers in this filing. From a governance and compliance perspective, the disclosure appears complete and timely based on the content provided.

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^*

ADAMEK PETER

(Last) (First) (Middle)

C/O NOVAGOLD, 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 & CFO

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	1,365(1)	A	$5.66(2)	9,694	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 Peter Adamek	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 Peter Adamek report on Form 4?

Peter Adamek reported acquiring 1,365 common shares under the company's Employee Stock Purchase Plan during Q3 2025 and now beneficially owns 9,694 shares.

What price did the insider pay for NOVAGOLD (NG) shares?

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

When was the Form 4 filed and who signed it?

The transactions are dated 09/30/2025 and the form was signed by Tricia Pannier as attorney-in-fact for Peter Adamek on that date.

Does the Form 4 show any derivative transactions or sales by the insider?

No; the filing reports only non-derivative purchases of common shares and shows no sales or derivative securities.

Were the purchases part of a company plan?

Yes; the shares were acquired under the NOVAGOLD RESOURCES INC. Employee Stock Purchase Plan during the third calendar quarter of 2025.