Form 4: NOVAGOLD Director Erfan Ali Receives DSU Grant

NOVAGOLD Resources Inc. director Erfan Ali was granted 593 Deferred Share Units, increasing his beneficial ownership to 2,163 common shares.

Summary

• Erfan Ali, a Director of NOVAGOLD RESOURCES INC. (NG), was granted 593 Deferred Share Units (DSUs).
• The transaction date for this grant was December 1, 2025.
• 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 voting or dispositive rights will not be granted, until the termination of the reporting person's employment or services as a director.
• Following this transaction, Erfan Ali beneficially owns 2,163 common shares (including DSUs).
• The DSUs were granted at a price of $0.00 per unit, indicating they are a form of compensation.

Sentiment

Score: 6

Explanation: The grant of equity to a director is generally a neutral to slightly positive event, indicating continued alignment of management interests with shareholders, but it is a routine compensation matter rather than a significant operational or financial announcement.

Positives

• The grant of Deferred Share Units (DSUs) to a director aligns their long-term interests with those of shareholders, as the value of the DSUs is tied to the company's stock performance.
• Equity-based compensation is a standard practice that can incentivize directors to contribute to the company's sustained growth and profitability.

Risks

• The value of the Deferred Share Units (DSUs) is directly tied to the future market price of NOVAGOLD's common stock, meaning their ultimate value to the director could decrease if the stock price declines.
• The underlying common shares are not issued, and voting or dispositive rights are not granted, until termination of service, which means the director does not have immediate control over these shares.

Future Outlook

The Deferred Share Units (DSUs) will convert into common shares upon the termination of the reporting person's employment or services as a director, aligning the director's long-term interests with the company's performance until their departure.

Industry Context

This transaction represents a routine equity grant to a director, a common practice in the mining industry and across publicly traded companies. Such grants are designed to align the interests of company leadership with those of shareholders by tying a portion of their compensation to the company's stock performance.

Comparison to Industry Standards

• The grant of Deferred Share Units (DSUs) to directors is a widely adopted compensation practice among publicly traded companies, including those in the mining industry like NOVAGOLD.
• This method is generally considered an industry standard for aligning the long-term interests of non-executive directors with shareholder value.
• While this filing does not provide specific comparable company data, similar DSU programs are common at peers such as Barrick Gold (GOLD) or Newmont Corporation (NEM), where equity-based compensation forms a significant part of director remuneration, often vesting upon termination of service.

Corporate Governance

Related Party Transactions

• The grant of Deferred Share Units to Erfan Ali, a director of NOVAGOLD RESOURCES INC., constitutes a related party transaction as it involves compensation provided by the company to a member of its board.

Stakeholder Impact

• Shareholders: The grant of DSUs aims to align the director's long-term interests with shareholder value, potentially leading to more focused decision-making for stock appreciation.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The Deferred Share Units will be held by the reporting person until the termination of their employment or services as a director.
• Upon termination, the underlying common shares will be issued to the reporting person, subject to the specified expiration dates for U.S. and non-U.S. participants.

Key Dates

Keywords

NOVAGOLD, NG, Form 4, Insider Transaction, Director Compensation, Equity Grant, Deferred Share Units, DSU