{"filing":{"accession_number":"0001104659-26-085824","cik":"0001173420","ticker":"NG","company_name":"NOVAGOLD RESOURCES INC","form":"8-K","filing_date":"2026-07-22","report_date":null,"primary_document":"tm2619701d2_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1173420/000110465926085824/tm2619701d2_8k.htm"},"events":[{"id":19597,"run_id":17631,"accession_number":"0001104659-26-085824","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"NovaGold Resources Inc. entered into an Arrangement Agreement on July 21, 2026, whereby a newly formed Delaware corporation (New NovaGold) backed by Paulson Advisers LLC will acquire all issued and outstanding common shares of NovaGold by way of an arrangement under British Columbia law. Concurrently, Paulson's affiliates will contribute their 40% interest in Donlin Gold Holdings to New NovaGold in exchange for equity, with Paulson obtaining significant governance rights including co-chair status and board representation (capped at 19.99% voting). The Board unanimously determined the Arrangement is in the Company's best interests and resolved to recommend shareholder approval.","company_name":"NOVAGOLD RESOURCES INC","ticker":"NG","filing_date":"2026-07-22","form":"8-K","submitted_at":null,"items":[{"id":18725,"accession_number":"0001104659-26-085824","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"NovaGold Resources Inc. entered into an Arrangement Agreement on July 21, 2026, whereby New NovaGold will acquire all issued and outstanding common shares of NovaGold by way of an arrangement under British Columbia law. This constitutes a material acquisition and change of control transaction. The Board unanimously determined the Arrangement is in the Company's best interests and resolved to recommend shareholder approval. The filing explicitly discloses the entry into a \"Material Definitive Agreement\" under Item 1.01, and the transaction involves the acquisition of all equity of the registrant by a newly formed Delaware corporation backed by Paulson Advisers LLC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T20:32:12.153954+00:00","company_name":"","ticker":null,"filing_date":""},{"id":18726,"accession_number":"0001104659-26-085824","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 8.01 disclosure describes a complex multi-step transaction involving NovaGold Resources Inc. and Paulson Advisers LLC, including an Arrangement Agreement, a Contribution Agreement whereby Paulson's affiliates contribute their 40% interest in Donlin Gold Holdings (which holds the Donlin Gold project in Alaska) to New NovaGold in exchange for equity, and an Investor Rights Agreement granting Paulson significant governance rights and board representation. The transaction constitutes a material acquisition and change of control event, with Paulson becoming a major shareholder (capped at 19.99% voting) and obtaining co-chair status and board designee rights. This is a transformative M\u0026A transaction material to any reasonable investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T20:32:12.153954+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":18725,"accession_number":"0001104659-26-085824","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"NovaGold Resources Inc. entered into an Arrangement Agreement on July 21, 2026, whereby New NovaGold will acquire all issued and outstanding common shares of NovaGold by way of an arrangement under British Columbia law. This constitutes a material acquisition and change of control transaction. The Board unanimously determined the Arrangement is in the Company's best interests and resolved to recommend shareholder approval. The filing explicitly discloses the entry into a \"Material Definitive Agreement\" under Item 1.01, and the transaction involves the acquisition of all equity of the registrant by a newly formed Delaware corporation backed by Paulson Advisers LLC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T20:32:12.153954+00:00","company_name":"NOVAGOLD RESOURCES INC","ticker":"NG","filing_date":"2026-07-22"},{"id":18726,"accession_number":"0001104659-26-085824","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 8.01 disclosure describes a complex multi-step transaction involving NovaGold Resources Inc. and Paulson Advisers LLC, including an Arrangement Agreement, a Contribution Agreement whereby Paulson's affiliates contribute their 40% interest in Donlin Gold Holdings (which holds the Donlin Gold project in Alaska) to New NovaGold in exchange for equity, and an Investor Rights Agreement granting Paulson significant governance rights and board representation. The transaction constitutes a material acquisition and change of control event, with Paulson becoming a major shareholder (capped at 19.99% voting) and obtaining co-chair status and board designee rights. This is a transformative M\u0026A transaction material to any reasonable investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T20:32:12.153954+00:00","company_name":"NOVAGOLD RESOURCES INC","ticker":"NG","filing_date":"2026-07-22"}]}