KAPLAN THOMAS SCOTT 4

What Happened

• Thomas Scott Kaplan, a director of NOVAGOLD RESOURCES INC (NG), received an award of 864.514 Deferred Share Units (DSUs) on 2026-03-01. The Form 4 reports the units at $0.00 (derivative award). The DSUs vested immediately upon issuance, but the underlying common shares are not issued and Kaplan has no voting or dispositive rights until he leaves the board.

Key Details

• Transaction date: 2026-03-01; Filing date (Form 4): 2026-03-03 (timely within the typical two-business-day window).
• Instrument: 864.514 Deferred Share Units (derivative award), reported price $0.00; transaction code A (award/grant).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnote: DSUs are the economic equivalent of common shares but will not convert to actual share certificates or voting rights until the reporting person’s termination of service; grants expire no later than 90 days after termination (Footnote F1).
• No 10b5-1 plan, tax withholding, or sale/purchase reported in this filing; this is an award to a director.

Context

• DSUs are a common form of director compensation that defer cash/share delivery until departure from the board; they are not an open-market purchase or sale and therefore do not directly signal near-term buying/selling pressure.
• The Form 4 records this as a derivative award with immediate vesting but limited economic/liquidity effect until conversion; the $0 report reflects the filing format, not necessarily the underlying economic value.