FIG LLC 4
4 · NEXTNAV INC. · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
NextNav (NN) 10% Owner FIG Buyer GP Converts Notes into 3.99M Shares
What Happened
- FIG Buyer GP, LLC (reported as a 10% owner) converted its convertible notes into common stock of NextNav. The filing shows an acquisition of 3,989,738 shares at $12.56 per share (total ≈ $50,111,109). The same report also lists a disposal of 50,000,000 derivative shares reported at $0.00 (conversion/termination of derivative securities).
- The conversions are governed by the Convertible Notes’ terms (footnote F1), which convert principal plus accrued interest into common stock at $12.56 per share. This is an institutional transaction (Fortress-related entities), not an individual executive trade.
Key Details
- Transaction date: 2026-06-17; Form 4 filed: 2026-06-22 (appears later than the 2-business-day Section 16 filing window).
- Acquired: 3,989,738 shares @ $12.56 each — value ≈ $50,111,109.
- Disposed (derivative): 50,000,000 shares @ $0.00 (reported as the conversion/termination of derivative securities).
- Transaction code: C (conversion of derivative security).
- Shares owned after transaction: not specified in the excerpts provided.
- Important footnotes: F1 explains conversion formula ($12.56 conversion price). F2–F7 and F5 detail the Fortress ownership chain; F8 notes reporting persons disclaim beneficial ownership except for pecuniary interest.
- Filing timeliness: filed 5 days after the transaction date; may be late under Section 16 rules.
Context
- This is an institutional conversion of debt to equity by a 10% owner and related Fortress entities — such conversions can reflect noteholders electing to take common stock per the note terms rather than a market buy/sell decision by company insiders.
- The reported disposal of 50M derivative shares at $0.00 reflects conversion/termination accounting of derivative securities (see footnote F1) and does not necessarily indicate a cash sale to the market.
Insider Transaction Report
Form 4
FIG Buyer GP, LLC
10% Owner
Transactions
- Conversion
Common stock, par value $0.0001 per share
[F1][F2][F3][F4][F5][F8]2026-06-17$12.56/sh+3,989,738$50,111,109→ 3,989,738 total(indirect: See Footnotes) - Conversion
5.00% Senior Secured Convertible Notes due 2028
[F1][F2][F3][F4][F5][F8]2026-06-17−50,000,000→ 0 total(indirect: See Footnotes)Exercise: $12.56Exp: 2028-06-30→ Common Stock (3,989,738 underlying)
Holdings
- 2,500,000(indirect: See Footnotes)
Common stock, par value $0.0001 per share
[F3][F4][F5][F6][F8] - 11,678,054(indirect: See Footnotes)
Common stock, par value $0.0001 per share
[F3][F4][F5][F7][F8]
Footnotes (8)
- [F1]The 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.
- [F2]Held 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.
- [F3]FCO 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).
- [F4]FIG 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).
- [F5]Fortress 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.
- [F6]Held 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.
- [F7]Held 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.
- [F8]Each 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.