WILLIAMS RICHARD ALAN 4

What Happened
Richard Alan Williams, Vice President & Chief Operating Officer of NOVAGOLD Resources Inc. (NG), received two derivative awards on February 2, 2026: 134,800 stock option-type awards (reported as a derivative grant) and 64,100 Performance Share Units (PSUs). Both grants were reported at an acquisition price of $0.00 (typical for awards); no immediate cash transaction or open-market purchase/sale occurred.

Key Details

• Transaction date: 2026-02-02; Form 4 filed 2026-02-04 (appears timely).
• Grants: 134,800 derivative awards (options) @ $0.00; 64,100 PSUs @ $0.00.
• Shares owned after transaction: not disclosed in the provided filing details.
• Footnote F1 (options): Vesting is 1/3 on 02/02/2027, 1/3 on 02/02/2028, and 1/3 on 02/02/2029.
• Footnote F2 (PSUs): PSUs are performance-based and may convert to common shares or cash at 0%–150% of the grant depending on performance. Anticipated vesting date is 02/01/2029; underlying shares (or cash value) will be paid net of applicable taxes at the issuer’s option. Reporting person has no voting/dispositive rights for PSUs until performance criteria are met and shares (if any) are issued.

Context
These are compensation awards (not purchases or sales). Options vest over three years and PSUs are subject to multi-year performance goals, so they represent potential future equity depending on tenure and performance rather than immediate increases in outstanding share count. No immediate exercise or cashless sale was reported.