Richard Alan Williams - Apr 29, 2025 Form 4 Insider Report for NOVAGOLD RESOURCES INC (NG)

Role: Vice President & COO
Signature: /s/ Tricia Pannier as attorney-in-fact for Richard Alan Williams
Stock symbol: NG
Transactions as of: Apr 29, 2025
Transactions value $: $0
Form type: 4
Date filed: 4/29/2025, 01:20 PM
Previous filing: Mar 31, 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NG	Stock Option (right to buy)	Award	$0	+279K		$0.00	279K	Apr 29, 2025	Common Shares	279K	$4.35	Direct	F1
transaction	NG	Performance Share Units ("PSUs")	Award	$0	+125K		$0.00	125K	Apr 29, 2025	Common Shares	125K	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The options vest as follows: 1/3 on 4/29/2026; 1/3 on 4/29/2027; and 1/3 on 4/29/2028.
F2	Represents a grant of Performance Share Units ("PSUs") made pursuant to the Issuer's 2009 Performance Share Unit Plan, as amended ("PSU Plan") which are subject to performance criteria set by the board of directors of the Issuer. The PSUs may convert into common shares of the Issuer or the cash value thereof anywhere between 0% and 150% of the PSU grant amount depending upon actual performance against the performance criteria. The anticipated vesting date is April 28, 2028. The common shares underlying vested PSUs or the cash value thereof, as determined by the Issuer, will be paid to the reporting person, net of applicable tax at the option of the Issuer, as soon as practicable following the vesting date. The reporting person shall not have any voting or dispositive rights with respect to the underlying common shares of the PSUs until the performance criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person.

Content

The options vest as follows: 1/3 on 4/29/2026; 1/3 on 4/29/2027; and 1/3 on 4/29/2028.

Represents a grant of Performance Share Units ("PSUs") made pursuant to the Issuer's 2009 Performance Share Unit Plan, as amended ("PSU Plan") which are subject to performance criteria set by the board of directors of the Issuer. The PSUs may convert into common shares of the Issuer or the cash value thereof anywhere between 0% and 150% of the PSU grant amount depending upon actual performance against the performance criteria. The anticipated vesting date is April 28, 2028. The common shares underlying vested PSUs or the cash value thereof, as determined by the Issuer, will be paid to the reporting person, net of applicable tax at the option of the Issuer, as soon as practicable following the vesting date. The reporting person shall not have any voting or dispositive rights with respect to the underlying common shares of the PSUs until the performance criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person.