Sec Form 3 Filing - WILLIAMS RICHARD ALAN @ NOVAGOLD RESOURCES INC - 2024-01-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WILLIAMS RICHARD ALAN 2. Issuer Name and Ticker or Trading Symbol NOVAGOLD RESOURCES INC [ NG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President and COO (Last) (First) (Middle) C/O NOVAGOLD RESOURCES INC., 201 SOUTH MAIN STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2024 (Street) SALT LAKE CITY, UT84111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 401,188 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 6.96 ( 1 ) 11/30/2024 Common Shares 120,000 D Stock Option (right to buy) $ 9.96 ( 2 ) 11/30/2025 Common Shares 87,700 D Stock Option (right to buy) $ 6.75 ( 3 ) 11/30/2026 Common Shares 132,100 D Stock Option (right to buy) $ 5.77 ( 4 ) 11/30/2027 Common Shares 142,700 D Stock Option (right to buy) $ 4.2 ( 5 ) 11/30/2028 Common Shares 248,700 D Performance Share Units ("PSUs") $ 0 ( 6 ) ( 6 ) Common Shares 49,100 D Performance Share Units ("PSUs") $ 0 ( 7 ) ( 7 ) Common Shares 60,300 D Performance Share Units ("PSUs") $ 0 ( 8 ) ( 8 ) Common Shares 31,000 D Performance Share Units ("PSUs") $ 0 ( 9 ) ( 9 ) Common Shares 107,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILLIAMS RICHARD ALAN C/O NOVAGOLD RESOURCES INC. 201 SOUTH MAIN STREET, SUITE 400 SALT LAKE CITY, UT84111 Vice President and COO Signatures /s/ Tricia Pannier as attorney-in-fact for Richard Alan Williams 01/31/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vest as follows: 1/3 on 12/1/2020; 1/3 on 12/1/2021; and 1/3 on 12/1/2022. ( 2 )The options vest as follows: 1/3 on 12/1/2021; 1/3 on 12/1/2022; and 1/3 on 12/1/2023. ( 3 )The options vest as follows: 1/3 on 12/1/2022; 1/3 on 12/1/2023; and 1/3 on 12/1/2024. ( 4 )The options vest as follows: 1/3 on 12/1/2023; 1/3 on 12/1/2024; and 1/3 on 12/1/2024. ( 5 )The options vest as follows: 1/3 on 12/1/2024; 1/3 on 12/1/2025; and 1/3 on 12/1/2026. ( 6 )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 December 1, 2024. 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. ( 7 )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 December 1, 2025. 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. ( 8 )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 vesting criteria set by the board of directors of the Issuer. The PSUs may convert into commo n shares of the Issuer or the cash value thereof at 100% of the PSU grant amount if the vesting criteria is met. The anticipated vesting date is June 30, 2024. 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 vesting criteria has been met and, at the option of the Issuer, the underlying common shares have been issued to the reporting person. ( 9 )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 December 1, 2026. 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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