FINCO I Intermediate Holdco LLC 4
4 · NEXTNAV INC. · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
NEXTNAV (NN) 10% Owner Converts Notes, Acquires 3.99M Shares
What Happened
Foundation Holdco LP, a reported 10% owner related to Fortress entities, converted a portion of NEXTNAV convertible notes into common stock. On 2026-06-17 it acquired 3,989,738 shares at an effective conversion price of $12.56 per share, a transaction valued at approximately $50,111,109. The same filing also shows a related derivative entry disposing of 50,000,000 derivative shares at $0.00 (reflecting a conversion/cancellation of previously held derivative securities).
Key Details
- Transaction date: 2026-06-17; Form 4 filed 2026-06-22 (reporting period 2026-06-17).
- Acquired: 3,989,738 shares at $12.56 each; aggregate value ~$50,111,109. (Transaction code C — conversion of a derivative security.)
- Disposed (derivative): 50,000,000 shares reported as disposed at $0.00 (derivative conversion/cancellation).
- Conversion mechanics: The convertible notes are 5.00% Senior Secured Notes due 2028, convertible into common stock at $12.56 per share (see footnote F1).
- Ownership after transaction: Not specified in the summary information of this filing.
- Filing notes: This Form 4 is one of two reports filed jointly by multiple Fortress-related entities; reporting persons disclaim beneficial ownership except to the extent of pecuniary interest (see footnote F8). This is institutional (10% owner) activity, not an executive open-market trade.
Context
This was a conversion of debt (convertible notes) into equity rather than an open-market purchase or sale. Conversions like this typically reflect noteholders exercising contractual conversion rights; they do not necessarily indicate the same trading intent signals as direct insider buys or sells. The filing contains multiple footnotes outlining a complex Fortress-related ownership structure.
Insider Transaction Report
Form 4
Foundation Holdco LP
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.