ADAMEK PETER 4

What Happened

• Peter Adamek, Vice President & Chief Financial Officer of NOVAGOLD Resources Inc. (NG), received two equity awards on February 2, 2026: 124,100 derivative awards (reported at $0.00) and 59,000 Performance Share Units (PSUs) reported at $0.00. These were grants (code A on the Form 4), not open-market purchases or sales, so no cash changed hands at grant.

Key Details

• Transaction date: 2026-02-02; filing date: 2026-02-04 (filed within the typical 2-business-day Form 4 window).
• Awarded amounts: 124,100 derivative awards (footnote F1) and 59,000 PSUs (footnote F2). Reported acquisition price: $0.00 for both (typical for grants).
• Vesting for the 124,100 award (F1): 1/3 vests on 02/02/2027, 1/3 on 02/02/2028, and 1/3 on 02/02/2029.
• PSUs details (F2): subject to performance criteria set by the board; payout can convert to 0%–150% of the PSU grant amount depending on performance. Anticipated vest date: February 1, 2029. Payout of vested PSUs will be in common shares or cash (at issuer’s option) and paid net of applicable taxes. No voting or dispositive rights attach until performance criteria are met and shares (if any) are issued.
• Shares owned after transaction: not specified in the provided filing excerpt.

Context

• These are compensation awards, not purchases or sales; they reflect company compensation policy rather than immediate insider buying/selling. Options/derivative grants vest over time and PSUs are contingent on future performance, so they are not guaranteed share increases until vesting/performance tests are met.
• No indication of a 10b5-1 plan, cashless exercise, or tax-withholding sale in the filing excerpt.