[Form 3] NEXTNAV INC. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

NextNav Inc. (NN) director Joseph D. Samberg filed an initial ownership report as a Section 16 reporting person. He reports indirect beneficial ownership of multiple blocks of NextNav common stock, including 10,200,000 shares held by The Joseph D. Samberg Revocable Trust, 1,000,000 shares held by The Joe & Sandy Samberg Foundation, Inc., and additional positions through several family-related entities and trusts.

Samberg also reports derivative securities, including warrants exercisable into 900,000 and 100,000 shares of common stock at an exercise price of $11.5 per share until 10/28/2026, and call options over 250,000 shares at $12 per share until 03/20/2026 and 400,000 shares at $20 per share until 06/18/2026. The filing notes that he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SAMBERG JOSEPH D

(Last) (First) (Middle)

1901 BOSTON POST ROAD

(Street)

RYE NY 10580

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2025

3. Issuer Name and Ticker or Trading Symbol
NEXTNAV INC. [ NN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,200,000	I	By The Joseph D. Samberg Revocable Trust(1)
Common Stock	1,000,000	I	By The Joe & Sandy Samberg Foundation, Inc.(1)
Common Stock	820,000	I	By JDS TMT, LP(1)
Common Stock	400,000	I	By NHW Ventures LLC(1)
Common Stock	100,000	I	By Acadia Woods Partners, LLC(1)
Common Stock	125,000	I	By Zachary Abram Samberg Trust DTD 1/7/99(1)
Common Stock	125,000	I	By Max H Samberg Trust DTD 2/14/01(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Right to Buy)	11/13/2025	10/28/2026	Common Stock	900,000	$11.5	I	By The Joseph D. Samberg Revocable Trust(1)
Warrants (Right to Buy)	11/13/2025	10/28/2026	Common Stock	100,000	$11.5	I	By JDS TMT, LP(1)
Call Option (Right to Buy)	11/13/2025	03/20/2026	Common Stock	250,000	$12	I	By The Joseph D. Samberg Revocable Trust(1)
Call Option (Right to Buy)	(2)	06/18/2026	Common Stock	400,000	$20	I	By The Joseph D. Samberg Revocable Trust(1)

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. The call options expiring on June 18, 2026 were acquired in a series of transactions prior to November 13, 2025. These options are all immediately exercisable from the applicable date of purchase until their expiration.

	/s/ Joseph D. Samberg	11/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the Form 3 filed for NextNav Inc. (NN) disclose about ownership?

The Form 3 discloses that Joseph D. Samberg, a director of NextNav Inc. (NN), has significant indirect beneficial ownership of the company’s common stock through various trusts, foundations, and investment entities.

How many NextNav (NN) shares are held by The Joseph D. Samberg Revocable Trust?

The filing reports that The Joseph D. Samberg Revocable Trust indirectly holds 10,200,000 shares of NextNav common stock, for which Joseph D. Samberg is the reporting person.

What other entities related to Joseph D. Samberg hold NextNav (NN) common stock?

Other indirect holdings include 1,000,000 shares held by The Joe & Sandy Samberg Foundation, Inc., 820,000 shares by JDS TMT, LP, 400,000 shares by NHW Ventures LLC, 100,000 shares by Acadia Woods Partners, LLC, and 125,000 shares each by the Zachary Abram Samberg Trust DTD 1/7/99 and the Max H Samberg Trust DTD 2/14/01.

What derivative securities linked to NextNav (NN) does Joseph D. Samberg report?

He reports warrants to buy 900,000 and 100,000 shares of NextNav common stock at $11.5 per share, expiring on 10/28/2026, and call options over 250,000 shares at $12 per share expiring on 03/20/2026 and 400,000 shares at $20 per share expiring on 06/18/2026.

When do Joseph D. Samberg’s NextNav (NN) derivative securities become exercisable?

The warrants and certain call options are listed as exercisable from 11/13/2025, while the call options expiring on 06/18/2026 were acquired in prior transactions and are described as immediately exercisable from their respective purchase dates until expiration.

Does Joseph D. Samberg fully accept beneficial ownership of all reported NextNav (NN) securities?

No. The filing states that he disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest in them.