NOVAGOLD RESOURCES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE

14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The purposes of the annual meeting (the “Meeting”) are to:

The specific details of the matters currently proposed to be put before the Meeting are set forth in the Circular accompanying and forming part of this Notice.

Only Shareholders of record at the close of business on March 19, 2025, are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting, please complete, sign, date and return your voted proxy which will be delivered to you separately, whether or not you plan to attend. Sending your proxy will not prevent you from voting in person at the Meeting.

All proxies completed byregistered shareholders must be returned to the Company:

Non-registered shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies bynon-registered shareholders can be found on page 3 of the attached Circular.

Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor, by telephone at 1-866-228-8818 (toll-free in North America) or 1-416-623-2514 (text and call enabled outside North America), or by email atcontactus@kingsdaleadvisors.com. To obtain information about voting your NOVAGOLD Common Shares, please visitwww.NOVAGOLDAGM.com.

Your vote is important. We encourage you to vote promptly.

Internet and telephone voting are available through 4:00 p.m. Eastern Time on May 13, 2025.

By Order of the Board of Directors of

President and Chief Executive Officer

Vancouver, British Columbia

March 24, 2025

NOVAGOLD 2025 MANAGEMENT INFORMATION CIRCULAR

LETTER TO SHAREHOLDERS

Dear Fellow Shareholders,

We are pleased to invite you to NOVAGOLD’s 2025 Annual General Meeting of Shareholders.

Please read this Circular as it contains important, detailed information about the meeting agenda, who is eligible to vote, how to vote, the Director nominees, our governance practices, and compensation of our executives and Directors.

NOVAGOLD RESOURCES INC. (the “Company” or “NOVAGOLD”) values engagement with our shareholders, whether at the annual meeting, at investment conferences, inone-on-one meetings, or via the Company’s electronic and social media communication channels. The Company’s Circular provides an important opportunity to reach every shareholder. This year, we thought it would be helpful to:

We are providing these materials in connection with the solicitation by the NOVAGOLD Board of Directors of proxies to be voted at our 2025 annual meeting of shareholders and at any adjournment or postponement of that meeting. The annual meeting of shareholders will be held in a virtual format on May 15, 2025, at 1:00 p.m. Pacific Time.

Our 2025 annual meeting of shareholders will be held in a virtual format only. Shareholders are encouraged to cast their vote in advance by proxy and participate from any geographic location with internet connectivity or by telephone. We believe this is an important step to enhancing accessibility to our annual meeting for all our shareholders and reducing the carbon footprint of our activities. Shareholders may view a live webcast of the annual meeting. Registered shareholders and duly appointed proxyholders may submit questions digitally during the meeting atwww.virtualshareholdermeeting.com/NG2025. Questions may also be submitted to management and the Board prior to the meeting via email atinfo@novagold.com.

Matters for Shareholder Voting

At this year’s annual general meeting, we are asking our shareholders to vote on the following matters:

Proposal 1: Election of Directors

The Board of Directors recommends a vote FOR the election of the director nominees named in this proxy statement. See pages 7-9 and 12-23 for further information on the nominees.

Proposal 2: Appointment of PricewaterhouseCoopers LLP as independent auditor for 2025

The Board of Directors recommends a vote FOR this proposal. See pages 9-11 for details.

Proposal 3: Advisory Approval of Executive Compensation

The Board of Directors recommends a vote FOR this proposal. See page 11 for details.

The Board of Directors knows of no other matters to be presented for action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies intend to vote on these matters in the best interest of all shareholders. Your signed proxy gives this authority to Gregory Lang or Tricia Pannier.

Please refer to the information on pages 1-6, which describes how to cast your vote, how to attend the meeting virtually, and other frequently asked questions.

NOVAGOLD 2025 MANAGEMENT INFORMATION CIRCULAR

Governance Highlights

NOVAGOLD is committed to maintaining robust corporate governance practices. Strong corporate governance helps us achieve our performance goals and maintain the trust and confidence of our investors, employees, regulatory agencies and other stakeholders. Our corporate governance practices are described in more detail on pages 91-101 and on the Governance page of our website atwww.novagold.com.

NOVAGOLD 2025 MANAGEMENT INFORMATION CIRCULAR

Board Oversight of Risk Management

BOARD OF DIRECTORS • Oversight of environmental, social, and governance (ESG) and climate change matters and the related risk management process. • Development of business strategy and major resource allocation. • Leadership of management succession planning. • Business conduct and compliance oversight. • Review of reports from board committees with specific risk oversight responsibilities.

AUDIT COMMITTEE • Oversight of enterprise risk management activities of NOVAGOLD, including cybersecurity and the activities of the Company’s IT Steering Committee is composed of employees including the VP & CFO. • Oversight of the staffing and performance of NOVAGOLD’s internal audit function. • Oversight of integrity of NOVAGOLD’s financial statements and internal control over financial reporting. • Responsible for the appointment, compensation, and oversight of NOVAGOLD’s independent registered public accounting firm. • Oversight of NOVAGOLD’s finance requirements, plans, and strategies. • Reports to the board following each regular committee meeting.

COMPENSATION COMMITTEE • Oversight of compensation-related risks and overall executive compensation philosophy as further described under “Risk Assessment of Compensation Policies and Practices” in our CD&A. • Responsible for executive succession planning recommendations to the Board. • Reports to the board following each regular committee meeting.

CORPORATE GOVERNANCE AND NOMINATIONS COMMITTEE • Overall corporate governance leadership. • Provide recommendations regarding board and committee composition and performance in accordance with the board charter, board service policy, board diversity, equity, and inclusion policy, and the committee charter. • Oversight of regulatory compliance and corporate initiatives. • Reports to the board following each regular committee meeting.

ENGINEERING AND TECHNICAL COMMITTEE • Advise board on engineering and technical aspects of project site operations and capital projects, including oversight of the development, implementation and monitoring of the Company’s policies, project site operations, and capital project plans. • Reports to the board following each regular committee meeting.

SUSTAINABILITY COMMITTEE • Oversight of both development and implementation of NOVAGOLD’s health, safety. environment, and sustainability policies, including climate change and biodiversity. • Provide strategic direction to management regarding community relations and government affairs matters. • Review NOVAGOLD’s disclosures containing environmental, health, safety, and sustainability information. • Reports to the board following each regular committee meeting.

NOVAGOLD 2025 MANAGEMENT INFORMATION CIRCULAR

What’s New?

What changed in 2024? Anthony Walsh retired from the Company’s Board of Directors resulting in the Board reducing its size to ten seats. Three of the ten current Directors are women. David Ottewell retired as the Company’s Vice President and Chief Financial Officer in July. Peter Adamek was hired as the Company’s new Vice President and Chief Financial Officer to succeed Mr. Ottewell. Richard Williams, who has served as the Company’s Vice President, Engineering and Development since 2013, was promoted to Vice President and Chief Operating Officer.

Environmental, Social and Governance Highlights

In 2024, NOVAGOLD published its 2023 sustainability report with detailed environmental, social and governance (“ESG”) information about NOVAGOLD and its flagship Donlin Gold project which is available on NOVAGOLD’s website atwww.novagold.com/sustainability. The detailed sustainability information aligns with the Task Force on Climate Related Financial Disclosures (“TCFD”) framework. The 2023 Sustainability Report marks the first time NOVAGOLD’s reporting aligns with Global Reporting Initiative (“GRI”) standards. We plan to issue a Sustainability Report in the first half of 2025 reporting on the Company’s ESG goals, activities, and performance during fiscal year 2024. NOVAGOLD will update the ESG information on its website regularly and will continue to report on NOVAGOLD’s ESG goals and performance annually. We hope you find this information useful and informative.(1)

Shareholder Engagement

Maintaining an active shareholder engagement program continues to be a high priority for the Company and is an integral part of our corporate governance practices. The Board Chair, CEO, and Vice President of Corporate Communications meet regularly with large shareholders, and the Company’s Corporate Communications team is very responsive to shareholder inquiries regardless of ownership level.

In 2024, NOVAGOLD placed calls to or met in person with all its shareholders owning 50,000 shares or more; in other words, NOVAGOLD contacted or attempted to contact its owners holding approximately 84% of the Company’s issued and outstanding Common Shares entitled to vote at NOVAGOLD’s 2024 annual meeting of shareholders. We plan to continue to regularly engage with our shareholders.

Conclusion

More information about NOVAGOLD can be found in the Annual Report on Form 10-K for the fiscal year ended November 30, 2024, which is available on the Company’s website atwww.novagold.com, on SEDAR+ atwww.sedarplus.ca and on EDGAR atwww.sec.gov.

Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-866-228-8818 or 1-416-623-2514 (text and call enabled outside North America), or by email atcontactus@kingsdaleadvisors.com. To obtain information about voting your NOVAGOLD Common Shares, please visitwww.NOVAGOLDAGM.com.

The Board and management team wish to thank you for your continued confidence in NOVAGOLD.

Sincerely,

President and Chief Executive Officer, Director

NOVAGOLD 2025 MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR