Fortress-affiliated funds convert notes into 3.99M NextNav (NN) common shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
NEXTNAV INC. investment entities affiliated with Fortress converted 5.00% Senior Secured Convertible Notes due 2028 into 3,989,738 shares of common stock at a $12.56 conversion price per share. The filing also reports indirect holdings of 11,678,054 and 2,500,000 common shares as of the transaction date. All positions are held through CF NNAV-related entities, and each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Fortress-affiliated funds convert notes into equity, changing NextNav’s holder mix.
Investment entities associated with Fortress Investment Group converted 5.00% Senior Secured Convertible Notes due 2028 into 3,989,738 shares of NEXTNAV INC. common stock at a $12.56 conversion price. This removes the reported note position and increases reported equity holdings.
The filing lists indirect holdings of 11,678,054 and 2,500,000 common shares, plus the newly issued 3,989,738 shares, all held via CF NNAV entities. Each reporting person disclaims beneficial ownership beyond its pecuniary interest, so these are fund-level positions rather than personal insider stakes.
Because this is a conversion, not an open-market trade, it mainly reflects use of existing contractual rights rather than a new directional bet. Future company filings may clarify how the larger equity position interacts with governance or potential further conversions under similar instruments.
Insider Trade Summary
50,000,000 shares exercised/converted
Mixed
4 txns
Insider
FIG Buyer GP, LLC, Fortress Investment Group LLC, Hybrid GP Holdings LLC, Hybrid GP Holdings (Cayman) LLC, Fortress Operating Entity I LP, FIG Blue LLC, FIG LLC, FCOF V CDG Investments LLC, FCO Fund V GP LLC, Fortress Credit Opportunities V Advisors LLC
Role
null | null | null | null | null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | 5.00% Senior Secured Convertible Notes due 2028 | 50,000,000 | $0.00 | -- |
| Conversion | Common stock, par value $0.0001 per share | 3,989,738 | $12.56 | $50.11M |
| holding | Common stock, par value $0.0001 per share | -- | -- | -- |
| holding | Common stock, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
5.00% Senior Secured Convertible Notes due 2028 — 0 shares (Indirect, See Footnotes);
Common stock, par value $0.0001 per share — 3,989,738 shares (Indirect, See Footnotes)
Footnotes (1)
- 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. 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. 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). 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). 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. 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. 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. 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.
Key Figures
Shares from conversion: 3,989,738 shares
Conversion price: $12.56 per share
Indirect holding block 1: 11,678,054 shares
+3 more
6 metrics
Shares from conversion
3,989,738 shares
Common stock issued upon conversion of notes
Conversion price
$12.56 per share
Conversion formula for 5.00% Senior Secured Convertible Notes due 2028
Indirect holding block 1
11,678,054 shares
Common stock indirectly held as of transaction date
Indirect holding block 2
2,500,000 shares
Additional common stock indirectly held as of transaction date
Coupon rate
5.00%
Interest rate on Senior Secured Convertible Notes due 2028
Note maturity
2028-06-30
Expiration date of 5.00% Senior Secured Convertible Notes
Key Terms
5.00% Senior Secured Convertible Notes due 2028, Conversion of derivative security, indirect ownership, investment advisor, +2 more
6 terms
5.00% Senior Secured Convertible Notes due 2028 financial
"The 5.00% Senior Secured Notes due 2028 (the "Convertible Notes") are convertible at any time"
Conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
indirect ownership financial
"direct_or_indirect": "I","nature_of_ownership": "See Footnotes""
investment advisor financial
"Fortress Credit Opportunities V Advisors LLC ... is the investment advisor of FCOF V(A)"
An investment advisor is a person or firm that provides personalized guidance on buying, selling and managing investments and often oversees client portfolios for a fee. For investors this matters because the advisor shapes risk, costs and long-term returns, and is typically required by law to act in the client’s best interests — think of them as a financial coach or GPS that helps navigate choices and avoid costly detours.
beneficial ownership financial
"Each reporting person disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of its pecuniary interest therein"
FAQ
Do Fortress-affiliated reporting persons claim full beneficial ownership of these NextNav shares?
No. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest. The Form 4 explains that the shares are held through several CF NNAV and Fortress fund entities rather than as direct personal holdings by individuals.