Note holders tied to NEXTNAV (NN) convert 5.00% 2028 notes into 3.99M shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
NEXTNAV INC. received a Form 4 from investment entities including Foundation Holdco LP and affiliates documenting a conversion of debt into equity. The filing shows 5.00% Senior Secured Convertible Notes due 2028 were converted into 3,989,738 shares of common stock at a conversion price of $12.56 per share, eliminating the reported note position.
After the conversion, one indirect ownership line shows 11,678,054 shares of common stock and another shows 2,500,000 shares, each held through structured entities described in the footnotes. The reporting persons state they disclaim beneficial ownership of the securities beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Debt converts into equity via 2028 notes, a non-cash capital structure shift.
The filing shows affiliated funds converted 5.00% Senior Secured Convertible Notes due 2028 into 3,989,738 shares of common stock at a conversion price of $12.56. The derivative entry now shows zero notes remaining from this position, indicating full conversion of the reported tranche.
This is a conversion, not an open-market purchase or sale, so it reflects a change in capital structure rather than a trading decision. The entities hold additional indirect positions of 11,678,054 and 2,500,000 shares, while footnotes emphasize that each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Insider Trade Summary
50,000,000 shares exercised/converted
Mixed
4 txns
Insider
Foundation Holdco LP, FIG Parent, LLC, FINCO I LLC, FINCO I Intermediate Holdco LLC, CF NNAV-E LLC, FCOF V UST LLC
Role
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 note conversion: 3,989,738 shares
Conversion price: $12.56 per share
Converted note amount: 50,000,000 units
+4 more
7 metrics
Shares from note conversion
3,989,738 shares
Common stock acquired via conversion on 2026-06-17
Conversion price
$12.56 per share
Stated conversion price for 5.00% notes
Converted note amount
50,000,000 units
Face amount of 5.00% Senior Secured Convertible Notes converted
Indirect holding A
11,678,054 shares
Indirect common stock holding following transactions
Indirect holding B
2,500,000 shares
Second indirect common stock holding following transactions
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, pecuniary interest, beneficial ownership, +1 more
5 terms
5.00% Senior Secured Convertible Notes due 2028 financial
"The 5.00% Senior Secured Notes due 2028 (the "Convertible Notes") are convertible"
Conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
pecuniary interest financial
"disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest"
beneficial ownership financial
"shall not be deemed to be an admission of beneficial ownership of the reported shares"
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.
indirect ownership financial
"ownership_type": "indirect", "ownership_code": "I""
FAQ
What happens to the 5.00% Senior Secured Convertible Notes due 2028 after the NN conversion?
After conversion, the derivative line for the 5.00% Senior Secured Convertible Notes due 2028 shows 0.0000 remaining, indicating the reported note position in this filing was fully converted into common stock and is no longer outstanding in that tranche.