Dorward-King Elaine J 4

What Happened

• Elaine Dorward-King, a director of NOVAGOLD Resources (NG), exercised 35,200 stock options on Jan 27, 2026, resulting in the acquisition of 35,200 common shares at an exercise price of $9.96 per share (total exercise value $350,592). To cover the exercise price and tax withholding, 33,311 shares were surrendered/withheld at an effective value of $10.53 per share (total ~$350,598). Additionally, 11 shares were sold in an open-market sale at $10.41 ($115). Net from this transaction she retained approximately 1,878 shares from the exercise (35,200 acquired − 33,322 sold/withheld).

Key Details

• Transaction date: January 27, 2026; Form 4 filed January 29, 2026.
• Option exercise: 35,200 shares acquired @ $9.96 (total $350,592).
• Tax/withholding disposition: 33,311 shares disposed @ $10.53 (total $350,598).
• Open-market sale: 11 shares disposed @ $10.41 (total $115).
• Net retained from this exercise: ~1,878 shares.
• Footnotes: Options were granted Dec 1, 2020 and vested in thirds on 12/1/2021, 12/1/2022 and 12/1/2023. The option expiration was extended from Nov 30, 2025 through Feb 6, 2026 under the Stock Award Plan.
• Filing timeliness: Trade date Jan 27, 2026; filing date Jan 29, 2026 (Form 4 typically due within 2 business days).

Context

• This appears to be a cashless exercise: options were exercised and most of the resulting shares were surrendered or sold to cover the exercise price and taxes — a routine insider action that often does not signal new bullishness or bearishness by itself. Derivative reporting shows the option exercise (code M) and the tax withholding/disposition (code F); a small separate open-market sale (code S) covered the remaining marketed shares.