Form 40-F/A NORTHERN DYNASTY MINERAL For: Dec 31

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September 15, 2026 6:13 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No.1)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025 Commission File Number: 001-32210

NORTHERN DYNASTY MINERALS LTD

(Exact name of Registrant as specified in its charter)

British Columbia, Canada	1040	Not Applicable
(Province or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code)	Identification No.)

14th Floor, 1040 West Georgia Street

Vancouver, British Columbia

Canada V6E 4H1

(604) 684-6365

(Address and telephone number of Registrant's principal executive offices)

Corporation Service Company

Suite 400, 2711 Centerville Road

Wilmington, Delaware 19808

(800) 927-9800

(Name, address (including zip code) and telephone number (including

area code) of agent for service in the United States)

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Shares, no par value		NAK		NYSE American

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

☒ Annual Information Form ☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report: 558,461,162 Common Shares as at December 31, 2025.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Auditor Location: Vancouver, BC Canada

☐

EXPLANATORY NOTE

Northern Dynasty Minerals Ltd (the “Company”) is filing this Amendment No. 1 (the “Amendment No. 1”) to its original Annual Report on Form 40-F for the year ended December 31, 2025 (the “Original 2025 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, in order to provide (i) an updated consent of Deloitte LLP to include reference to the registration statement on Form F-10 (File No. 333-288224), as amended, which reference was inadvertently omitted in the consent of Deloitte LLP filed with the Original 2025 Annual Report, (ii) updated certifications of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and (iii) the Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (the “Compensation Clawback Policy”). The updated consent of Deloitte LLP is filed as Exhibit 99.8 to this Amendment No. 1. The updated CEO and CFO certifications are filed as Exhibits 99.4 and 99.5 to this Amendment No. 1. The Compensation Clawback Policy is filed as Exhibit 97.1 to this Amendment No. 1.

This Amendment No. 1 consists of a cover page, this explanatory note, the signature page, the exhibit index, the updated consent of Deloitte LLP filed as Exhibit 99.8, the updated CEO and CFO certifications filed as Exhibits 99.4 and 99.5, and the Compensation Clawback Policy as Exhibit 97.1.

Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other information contained in the Original 2025 Annual Report nor does this Amendment No. 1 reflect any events that have occurred after the Original 2025 Annual Report was filed.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NORTHERN DYNASTY MINERALS LTD.

Date: September 14, 2026.	By:	/s/ Ronald W. Thiessen
		Ronald W. Thiessen
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Exhibit Description

97.1		Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation⁽²⁾

99.1		Annual Information Form of the Company for the year ended December 31, 2025⁽¹⁾

99.2		Audited consolidated financial statements of the Company and notes thereto as at and for the years ended December 31, 2025, and 2024, together with the reports of the Independent Registered Public Accounting Firm thereon and on the effectiveness of the Company's internal control over financial reporting as of December 31, 2025⁽¹⁾

99.3		Management's Discussion and Analysis for the year ended December 31, 2025⁽¹⁾

99.4		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽²⁾

99.5		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽²⁾

99.6		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽¹⁾

99.7		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽¹⁾

99.8		Consent of Deloitte LLP⁽²⁾

99.9		Consent of James Westcott Bott, P.E.⁽¹⁾

99.10		Consent of Les Galbraith, P.Eng.⁽¹⁾

99.11		Consent of Hassan Ghaffari, P.Eng.⁽¹⁾

99.12		Consent of Sabry Abdel Hafez, PhD, P.Eng.⁽¹⁾

99.13		Consent of Robin Kalanchey, P.Eng.⁽¹⁾

99.14		Consent of Greg Z. Mosher, P.Geo.⁽¹⁾

99.15		Consent of Stuart J. Parks, P.E.⁽¹⁾

99.16		Consent of Graeme Roper, P.Geo.⁽¹⁾

99.17		Consent of Steven R. Rowland, P.E.⁽¹⁾

99.18		Consent of Scott Weston, P.Geo.⁽¹⁾

101.INS		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).