Form 4: NOVAGOLD Director Receives DSU Grant

NOVAGOLD Resources Inc. director Kalidas V. Madhavpeddi was granted 593 Deferred Share Units, aligning interests with shareholders.

Summary

• Kalidas V. Madhavpeddi, a Director of NOVAGOLD RESOURCES INC., 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 NOVAGOLD's common stock.
• The underlying common shares will not be issued to the reporting person, and they will not have voting or dispositive rights, until the termination of their employment or services as a director.
• The DSUs were granted at a price of $0.00, indicating they are part of a compensation plan.
• Following this transaction, Kalidas V. Madhavpeddi directly owns 62,199 Common Shares.
• Indirect beneficial ownership includes 55,152 Common Shares through Azteca Consulting LLC and 80,404 Common Shares through Madhavpeddi Family Trust.

Sentiment

Score: 6

Explanation: A routine grant of deferred share units to a director, indicating ongoing compensation and alignment of interests, which is generally viewed as neutral to slightly positive.

Positives

• The grant of Deferred Share Units aligns the director's long-term interests with those of the company's shareholders.
• This represents a form of equity-based compensation for the director's ongoing service.

Future Outlook

The underlying common shares corresponding to the Deferred Share Units will be issued to the reporting person upon the termination of their 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 termination date, while grants to U.S. Eligible Participants will expire 90 days following the termination date.

Management Comments

• "/s/ Kalidas V. Madhavpeddi" (Signature of Reporting Person)

Industry Context

This filing is a standard disclosure of an insider equity grant, which is a common practice across various industries for compensating directors and aligning their interests with company performance. It does not provide broader industry-specific context.

Stakeholder Impact

• Shareholders: The grant of DSUs aims to align the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.
• Director: Kalidas V. Madhavpeddi receives equity-based compensation for their service, which vests upon termination of service.

Next Steps

• The underlying common shares will be issued to the reporting person upon termination of employment or services as a director of NOVAGOLD RESOURCES INC.

Key Dates

Keywords

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