SEC Form 4 · accession 0001012975-26-000551
NEXTNAV INC. · NN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FIG LLC
10% Owner
Fortress Investment Group LLC
10% Owner
Fortress Operating Entity I LP
10% Owner
FIG Blue LLC
10% Owner
Hybrid GP Holdings LLC
10% Owner
Hybrid GP Holdings (Cayman) LLC
10% Owner
FCOF V CDG Investments LLC
10% Owner
FCO Fund V GP LLC
10% Owner
FIG Buyer GP, LLC
10% Owner
Period of report
Jun 17, 2026
Accepted (ET)
Jun 22, 2026 · 6:57 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001865631
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.0001 per shareF2,F3,F4,F5,F8 | Jun 17, 2026 | C | 3,989,738 | $12.56 | A | 3,989,738 | I | See Footnotes |
| Common stock, par value $0.0001 per shareF3,F4,F5,F6,F8 | holding | — | — | — | 2,500,000 | I | See Footnotes | |
| Common stock, par value $0.0001 per shareF3,F4,F5,F7,F8 | holding | — | — | — | 11,678,054 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5.00% Senior Secured Convertible Notes due 2028F2,F3,F4,F5,F8,F1 | $12.56 | Jun 17, 2026 | C | 50,000,000 | D | — | Jun 30, 2028 | Common Stock | 3,989,738 | 0 | I |
Explanation of responses
- F1The 5.00% Senior Secured Notes due 2028 (the "Convertible Notes") are convertible at any time into a number of shares of Common Stock equal to (i) the sum of the then-outstanding principal amount of the Convertible Notes to be converted plus all accrued and unpaid interest to the date of the conversion divided by (ii) $12.56, subject to the terms of the Note Purchase Agreement.
- F2Held directly by CF NNAV-CNV LLC ("CF NNAV-CNV"). FCOF V UL Investments LLC, a Delaware limited liability company ("FCOF V UL"), is the majority member of CF NNAV-CNV. Fortress Credit Opportunities Fund V(A) L.P., a Cayman limited partnership ("FCOF V(A)"), FCOF V B Investments LLC, a Delaware limited liability company, FCOF V CDG Investments LLC, a Delaware limited liability company ("FCOF V CDG Investments"), and Fortress Credit Opportunities Fund V(E) L.P., a Delaware limited partnership ("FCOF V(E)") collectively hold a 100% interest in FCOF V UL.
- F3FCO Fund V GP LLC, a Delaware limited liability company ("FCO Fund V GP") is the general partner of FCOF V(A), Fortress Credit Opportunities Fund V(B) L.P., a Cayman limited partnership ("FCOF V(B)"), Fortress Credit Opportunities Fund V(C) L.P., a Cayman limited partnership ("FCOF V(C)"), Fortress Credit Opportunities Fund V(D) L.P., a Cayman limited partnership ("FCOF V(D)"), FCOF V(E) and Fortress Credit Opportunities Fund V(G) L.P., a Cayman limited partnership ("FCOF V(G)"). Fortress Credit Opportunities V Advisors LLC, a Delaware limited liability company ("FCO V Advisors"), is the investment advisor of FCOF V(A), FCOF V(B), FCOF V(D), FCOF V(E) and FCOF V(G). Fortress Credit Opportunities V-C Advisors LLC, a Delaware limited liability company ("FCO V-C Advisors") is the investment advisor of FCOF V(C).
- F4FIG LLC, a Delaware limited liability company ("FIG") holds all of the interests in FCO V Advisors and FCO V-C Advisors. Hybrid GP Holdings (Cayman) LLC, a Delaware limited liability company ("Hybrid GP Holdings (Cayman)") holds all of the interests in FCO Fund V GP. Hybrid GP Holdings LLC, a Delaware limited liability company ("Hybrid GP Holdings") holds all of the interests in Hybrid GP Holdings (Cayman).
- F5Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the managing member of Hybrid GP Holdings, and the owner of all of the issued and outstanding interests of FIG. FIG Blue LLC, a Delaware limited liability company ("FIG Blue"), is the general partner of FOE I. FIG Blue is wholly owned by Fortress Investment Group LLC, a Delaware limited liability company ("Fortress Investment Group"). FINCO I Intermediate Holdco LLC, a Delaware limited liability company ("FINCO I IH"), is the sole member of Fortress Investment Group. FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. FIG Parent, LLC, a Delaware limited liability company ("FIG Parent"), is the sole member of FINCO I LLC. Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco"), is the sole member of FIG Parent. FIG Buyer GP, LLC, a Delaware limited liability company is the general partner of Foundation Holdco.
- F6Held directly by CF NNAV-P LLC ("CF NNAV-P"). FCOF V UB Investments L.P., a Cayman Islands limited partnership ("FCOF V UB"), is the majority member of CF NNAV-P. FCOF V(A), FCOF V(B), FCOF V(C), FCOF V(D), FCOF V(E) and FCOF V(G), collectively hold a 100% interest in FCOF V UB.
- F7Held directly by CF NNAV-E LLC ("CF NNAV-E"). FCOF V UST LLC, a Delaware limited liability company ("FCOF V UST") is the majority member of CF NNAV-E. FCOF V CDG Investments is the majority member of FCOF V UST. FCOF V(G) is the majority member of FCOF V CDG Investments.
- F8Each reporting person disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.
Remarks
This Form 4 is one of two reports relating to the same transactions being filed jointly by FIG Buyer GP, LLC, Fortress Investment Group LLC, Hybrid GP Holdings LLC, Hybrid GP Holdings (Cayman) LLC, Fortress Operating Entity I L.P., FIG Blue LLC, FIG LLC, FCOF V CDG Investments LLC, FCO Fund V GP LLC, Fortress Credit Opportunities V Advisors LLC, Foundation Holdco LP, FIG Parent, LLC, FINCO I LLC, FINCO I Intermediate Holdco LLC, CF NNAV-E LLC and FCOF V UST LLC.