NextNav NN insider Samberg sells stock and 400K-share call options

Rhea-AI Filing Summary

NextNav Inc. insider Joseph D. Samberg reported significant sales of common stock and options, ending his status as a 10% owner. On 11/13/2025, entities associated with him sold 600,000 shares of NextNav common stock in two transactions at a price of $12.35 per share through The Joseph D. Samberg Revocable Trust and JDS TMT, LP. After these sales, various trusts and related entities still held several million shares indirectly in aggregate, with each position reported separately.

In addition, on 11/14/2025, a call option position representing 400,000 underlying shares of common stock with an exercise price of $20 and expiring on 06/18/2026 was sold, leaving no derivative securities of this type beneficially owned. The filing notes that the exit box is checked because, following the sale of these 600,000 shares and the call options on 400,000 shares, Samberg is no longer a 10% owner of NextNav.

Insights

Insider transactions & governance analyst

Large insider sales and option exit remove a former 10% owner from that status.

The disclosure shows that Joseph D. Samberg, previously reported as a 10% owner of NextNav Inc. (NN), executed sizeable transactions in both common stock and derivative securities. On 11/13/2025, associated entities sold a total of 600,000 shares of common stock at $12.35 per share, reported as sales by a revocable trust and by JDS TMT, LP. These holdings are reported as indirectly owned, reflecting use of multiple trusts and entities, and the filing notes that beneficial ownership is disclaimed beyond Samberg’s pecuniary interest.

On 11/14/2025, a call option position covering 400,000 underlying shares of common stock, with a $20 exercise price and 06/18/2026 expiration, was sold, leaving 0 of these derivative securities beneficially owned. A footnote explains that the options expiring on June 18, 2026 were acquired in a series of transactions and were immediately exercisable from purchase until expiration.

The remarks section states that the exit box is checked because, after selling the 600,000 shares of common stock and the call options on 400,000 shares, Samberg is no longer a 10% owner. This represents a governance and ownership-structure change, although the filing does not quantify these holdings relative to total shares outstanding, so the broader impact depends on overall company float and other large holders.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/13/2025		S		540,000	D	$12.35	9,660,000	I	By The Joseph D. Samberg Revocable Trust(1)
Common Stock	11/13/2025		S		60,000	D	$12.35	760,000	I	By JDS TMT, LP(1)
Common Stock								1,000,000	I	By The Joe & Sandy Samberg Foundation, Inc.(1)
Common Stock								400,000	I	By NHW Ventures 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)
Common Stock								100,000	I	By Acadia Woods Partners, LLC(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (Right to Buy)	$20	11/14/2025		S			4,000	(2)	06/18/2026	Common Stock	400,000	$2.095(3)	0	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. These options were all immediately exercisable from the applicable date of purchase until their expiration.

3. The price reported in Column 8 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.05 to $2.20, inclusive. The reporting person undertakes to provide to NextNav Inc., any security holder of NextNav Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

Remarks:

The exit box is checked because, after the sale of the 600,000 shares of the common stock of NextNav Inc. (the "Common Stock") and the sale of the call options representing 400,000 shares of Common Stock reflected in this Form 4, the reporting person is no longer a 10% owner.

	/s/ Joseph 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 4 (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.
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FAQ

What insider transactions did Joseph D. Samberg report in NextNav Inc. (NN) stock?

Joseph D. Samberg reported that entities associated with him sold 600,000 shares of NextNav common stock on 11/13/2025 at a price of $12.35 per share, as shown in Table I of the filing.

What derivative securities linked to NextNav Inc. (NN) did Joseph D. Samberg dispose of?

The filing shows the sale of a call option position covering 400,000 underlying shares of common stock, with a $20 exercise price and 06/18/2026 expiration. After this transaction, 0 derivative securities of this type were beneficially owned.

Is Joseph D. Samberg still considered a 10% owner of NextNav Inc. (NN)?

No. The remarks state that the exit box is checked because, after the sale of 600,000 shares of common stock and the sale of call options representing 400,000 shares, the reporting person is no longer a 10% owner of NextNav Inc.

How are Joseph D. Samberg’s remaining NextNav (NN) holdings structured after the reported transactions?

After the reported sales, the filing lists indirect holdings of common stock through multiple entities, including The Joseph D. Samberg Revocable Trust, JDS TMT, LP, The Joe & Sandy Samberg Foundation, Inc., NHW Ventures LLC, and several family trusts and partnerships. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

What price information is disclosed for the NextNav (NN) derivative transaction?

For the call options on 400,000 underlying shares, the filing reports a $20 exercise price and a weighted average sale price of $2.095 per derivative security in Column 8. A footnote explains that the options were sold in multiple transactions at prices ranging from $2.05 to $2.20 per derivative security.

Does the NextNav (NN) Form 4 mention any special conditions on beneficial ownership?

Yes. A footnote states that the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest, reflecting that many shares are held through trusts, foundations, and other entities.