Form 4: NOVAGOLD Director Receives Deferred Share Units as Part of Compensation

NOVAGOLD RESOURCES INC. Director Daniel Muniz Quintanilla was granted 2,996 Deferred Share Units, increasing his beneficial ownership to 19,743 common shares.

Summary

• Daniel Muniz Quintanilla, a Director of NOVAGOLD RESOURCES INC. (NG), acquired 2,996 common shares through a grant of Deferred Share Units (DSUs) on June 1, 2025.
• Each DSU is economically equivalent to one common share of NOVAGOLD.
• The underlying common shares will not be issued to Mr. Muniz Quintanilla, and he will not have any voting or dispositive rights, until his termination of employment or services as a director.
• Following this transaction, Mr. Muniz Quintanilla's direct beneficial ownership stands at 19,743 common shares.
• The grant price for these DSUs was $0.00, indicating they are part of a compensation package rather than a cash purchase.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it indicates a routine compensation grant to a director, aligning interests with shareholders. It's not highly impactful but generally viewed as a positive governance practice.

Positives

• The grant of Deferred Share Units to a director aligns management's interests with those of shareholders, as the value of the compensation is directly tied to the company's stock performance.
• The increase in beneficial ownership by a director demonstrates continued commitment to the company.

Negatives

• No specific negatives are identified in this routine compensation filing.

Risks

• The ultimate value realized from the Deferred Share Units is subject to the future performance of NOVAGOLD's common stock, meaning the compensation could be lower if the stock price declines.

Future Outlook

The Deferred Share Units granted to the director will convert into common shares upon the termination of his employment or services as a director, with specific expiration dates depending on his U.S. or non-U.S. participant status.

Industry Context

This Form 4 filing reflects a standard practice in corporate governance where directors receive equity-based compensation, such as Deferred Share Units, to align their long-term interests with the company's performance and shareholder value, common across various industries including mining.

Related Party Transactions

• The grant of Deferred Share Units to Daniel Muniz Quintanilla, a director, constitutes a related party transaction, which is a standard form of director compensation.

Stakeholder Impact

• **Shareholders:** The grant aligns the director's long-term interests with shareholder value, as the value of the DSUs is tied to the company's stock performance. Future conversion will result in minor dilution.
• **Director (Daniel Muniz Quintanilla):** Receives equity-based compensation, which vests upon termination of service, providing a long-term incentive.

Next Steps

• The Deferred Share Units will be converted into common shares of NOVAGOLD RESOURCES INC. upon the termination of Daniel Muniz Quintanilla's employment or services as a director.

Key Dates

Keywords

NOVAGOLD RESOURCES INC., NG, Form 4, Insider Trading, Deferred Share Units, DSU, Director Compensation, Beneficial Ownership, Equity Grant, Mining, Gold